Thicker Than Water
by Daring Dan
Summary: Vol III of my TaleSpin saga. Kit learns that you can't escape from your past, no matter what lengths you go to.
1. Nightmares

                  THICKER THAN WATER

Part I

Story notes: "Friendly Flight" is a concept that can be found in Disney Comics #7, for those of you who are interested.  

_"At the end of the you're another day older,_

_And that's all you can say for the life of the poor._

_It's a struggle; it's a war,_

_And there's nothing that anyone's giving._

_One more day standing about, what is it for?_

_One day less to be living!"_

_"At the end of the day you're another day colder,_

_And the shirt on your back won't keep out the chill._

_And the richest hurry past,_

_They don't hear the little ones crying._

_And the water is coming up fast, ready to kill._

_One day nearer to dying."_

_"At the end of the day there's another day dawning,_

_And the sun in the morning is waiting to rise._

_Like the waves crashing on the sand,_

_Like a storm that will break any second._

_There's a hunger in the land,_

_There's a reckoning still to be reckoned._

_And there's going to be Hell to pay,_

_At the end of the day!"_

_---"At the End of the Day", from "Les Misrables"_

PROLOGUE

A signal buoy rang out on the water.  It was a clear night - the stars shone brilliantly in the sky, and a crescent moon was nearing the apex of it's nightly journey.  A foul stench rolled in off of the polluted water - a mixture of dead fish, garbage and raw sewage.  The wind that carried the stench also carried a chill - winter would be coming soon, and in this part of the world that meant that the hundreds of homeless and indigent souls that milled through these streets would suffer - suffer from cold, suffer from exposure - some would die.  No matter- when spring rolled around, there would be others to take their place.

The dark hulk of the cannery loomed over the docks, looking sinister in the pale moonlight.  A few fishing boats were moored nearby, swaying lightly in the chill breeze.  A long pier jutted out in to the water, it's pilings in various states of rot and decay, the foul, bitter mists of many years having taken their toll.

The dank, cramped area under the pier offered some protection from the chill wind, if not the smell.  A few scraggly specimens were availing themselves of this protection, scattered here and there under the pier, some sleeping in old boxes, but most exposed, many with newspapers draped over their bodies as their only protection against the night.

Two such people slept, their backs against one of the pilings, on this night.  One was a bobcat, perhaps seventy years old - it was difficult to tell because his face was covered in dirt and grime.  He was a small figure, perhaps four feet tall or less, and wore a tattered grey fedora hat and a frayed, ripped shirt whose color had long since been obscured by the detritus of the wharves.

The other figure was even smaller - a brown bear cub who wore a green pullover sweater that was much too large for him.  The sweater had a faded yellow patch on one elbow.  The boy had snuggled up against the old bobcat for warmth in his sleep, and the old man had reflexively thrown an arm over the boy's shoulder.

In the dim shadows of the pier, a tall, slender figure walked slowly towards the two sleepers.  His feet crunched quietly in the sand and gravel under his feet - a few of the dispossessed souls started from sleep, and turned to stare at the figure as he slowly approached the bobcat and bearcub.  He stopped a foot away, and knelt, silently, staring at the cub.

With a start, the cub awakened, and opened his eyes with a jerk.  He looked up to see the tall figure's yellow eyes, fiercely gazing at him in the dark, and yelped softly.

"Wha...wha-" the bobcat mumbled as the boy's cry awakened him.  "Who-"

"So, my little sewer rat.  I don't imagine you expected to see me again." the tall figure, now revealed to be a crocodile in a black suit, cooed at the boy.

"Who are you?" the bobcat demanded, in a surprisingly robust voice.

Disdainfully, the croc put a boot on the old man's chest and shoved him over.  "Shut up.  My business is with this vermin.  He has stolen something from me."

"I-I-I've never seen you before!" the cub stammered in a high-pitched voice.

"My pocketwatch, boy!  I know you stole it - I chased you for six blocks!  You're an elusive little weed, I'll grant you that.  Easy enough to track down, though."

"Now just a minute -" the bobcat interrupted.  The croc turned and viciously slapped him backhanded across the face, and he fell back to the sand.

"I won't warn you again, old man!  My business with the boy will be completed without any interference from you!"  He turned to the cub.  "When I came here, I was just going to take my watch back and leave you a little - souvenir - to remember me by.  But now you've gone and made me angry.  I think I'll do a little public service instead." He advanced on the boy with a grin, and the cub cowered back even further.

"I-I'm not afraid of you!" the boy said with surprising defiance.  The bobcat had sat up, and shook his head, dazed, a trickle of blood running from the corner of his mouth.

"You should be, boy, you should be..." he cooed, grasping the boy by the front of the sweater.  "You're nothing but a scourge, sucking off the lifeblood of the decent people of Port Wallaby.  You'll be a pest your whole life, sewer rat - so I'm going to do the city a favor and solve that problem now!"  He pulled a large switchblade knife out of his coat pocket and pulled the boy off of the ground.

With a startled cry, the croc dropped the boy, who rolled to his feet, eyes blazing with fear.  The old bobcat had sunk his teeth into the croc's arm with a vicious bite.  The croc shook his arm wildly, finally dislodging the old bobcat, and turned to look for the boy.

"Run, boy!  Get out!" the old bobcat yelled, and the boy stumbled, started to run away, as the croc took a step in his direction, raising the knife.  "Aiyee!" the croc screamed, causing the boy to look back.  The bobcat had attached himself to the croc's leg and was ferociously biting his ankle.  

The cub ran, blindly, his thoughts a whirl.  He took a final glance back, saw the silhouette raise the knife and strike down, fiercely, once, then twice.  The boy turned and ran, and did not look back again.  Tears rolled down his cheeks.

Kit woke, with a start, and looked around him, momentarily disoriented.  His nightshirt was soaked through with sweat.  A sob escaped his chest, another.  He looked at the large figure laying on the bed a few feet away.  Baloo!

"L'il Britches?  L'il Britches!" the grey bear rolled over, sleepily stared at the cub in the moonlight that streamed through the open window, carried in on warm tropical breezes.

"I-I-I'm OK, Papa Bear." the cub stammered.  "I had a - nightmare."  He sobbed again, softly.

"Some nightmare kid - ya OK?" the big bear said with concern in his voice.

"I'm fine, Papa Bear, I'm....all right, go back to sleep."  Kit closed his eyes, and turned away, squeezing out tears that rolled down his cheeks.  He lay in bed for a few moments, but the images of his sleep would not leave his mind.  He thought he had locked them away, but somehow he never could.  Involuntarily, he sobbed again.

He heard the bedsprings creak, and rolled over to find that Baloo had sat down on his bed.  Silently, the big bear leaned back and put his arm around Kit's shoulders, drawing the cub's head onto his chest.  The pilot's legs dangled over the edge of the small bed.  Kit lay still, for long moments, listening to the big bear's slow, rhythmic breathing, and sleep finally came.

Part I

Baloo already had breakfast on the table by the time Kit Cloudkicker slowly walked down the stairs and sat down silently.  He stirred at his cereal for a few moments, then sat back in his chair with a sigh.

"Didn't sleep too good last night, huh Kid?" the big pilot said as he sat at the table and unpeeled a banana. 

"Just a bad dream, Papa Bear.  I get 'em, sometimes.  Thanks for, for..."

"No problem L'il Britches.  We all have bad dreams.  Don't worry about it.  We got that drop in Santa Calista today, I need your eyes with me for that one.  Ever' time I try to go to that place, I get lost.  Whole island's surrounded by fog most o' the time."

"No problem, skipper, I got it."  The boy took a few dispirited gulps of his cereal, and got up and headed for the door.  "Gonna take a walk around for a few minutes.  I think I need the air. Don't leave without me!"

Baloo watched the boy go with concern in his eyes.  "There sure is a lot of stuff in that head of his." he thought.  "And he don't tell me most of it, neither."

Kit walked slowly along the water, watching the sun begin it's slow climb into the brilliant Cape Suzette sky.  He stopped, bent over to pick up a large, flat stone, and sent it skipping across the water.  Like he did in nearly all types of skill games, the boy excelled in this one - the stone skipped six times before settling into the harbor.

The cub inhaled deeply - even this early, the air was warm!  Maybe that's why Kit loved Cape Suzette so much - he had been cold for so long, so often that the balmy climate of Cape Suzette was like a blanket that he never took off.  How much would he have paid for a blanket, on all those frigid nights in Port Wallaby and Freeburg!

Thinking about Port Wallaby reminded Kit of his dream of the night before.  He sighed.  Kit hadn't dreamed of the old man in months.  He closed his eyes hard, trying to blot out the images, but they wouldn't go away.  Those cold yellow eyes, the first thing he had seen when he roused from sleep - but even worse, the look on the old mans face as he told Kit to run, knowing he was signing his own death sentence...

Kit shook his head fiercely, trying to shake the memory out.  "This is no good!" he muttered to himself.  "You have to fly today, Baloo needs you."  The cub sighed again.  There he was again - taking to the skies to forget his problems on the ground.  There was always another plane, another map, another cargo run - there was always another flight.  And Baloo needed him.

Baloo tossed Kit's cereal bowl into the sink.  "Kid takes after his Papa Bear!" he said to no one.  "Plenty o' time to wash that later."  The big bear headed towards the door, hesitated, and returned.  He opened a drawer and took out an envelope.  He sat back down at the table and set the envelope down in front of him.

GREATER USLAND DEPARTMENT OF CHILD WELFARE

CAPE SUZETTE BRANCH

1273 SUZETTE CIRCLE

CAPE SUZETTE, USLAND

The return address stared back at him, as it had every time he had sneaked a look at the envelope - which was just about every time Kit had left the house.  He opened the envelope, taking the inoccuous looking one page letter out to once again to stare at it's contents.  They hadn't changed either.

            "Dear Mr. Baloo:

            This letter is to inform you that a meeting has been set up for 11:00 on the morning of the             17th to discuss the child custody situation regarding the minor male Kit Cloudkicker,             aged 13 years.  Please be prepared to spend at least an hour in my office at that time.

            In order to facilitate the procedures, please bring any and all documentation as relates to             the aforementioned minor, including but not limited to: birth certificate(s), medical and             dental records, and academic records.  We reserve the right to schedule additional 

            meetings as needed.

            Sincerely,

            Hugo Bossy

            Child Custody Specialist

            "Cape Suzette - We Care About Our Kids"

Baloo folded the letter, put it back into the envelope, and leaned back in his chair.  He sure hoped he knew what he was doing.  That talk with Khan had been all well and good, but this was pretty serious business.  And Baloo had never fared too well with serious business.

"Morning!" Rebecca called, strolling through the door, boxes in both hands.  Behind her, Baloo could hear Molly and Wildcat engaged in some kind of animated discussion.  Rebecca looked at the envelope, and then around the room.  "Where's Kit?"

"Takin' a walk." Baloo shrugged.  "Kid had a nightmare last night - seemed really shook up.  Didn't get much shuteye."

"That's a shame!" Rebecca said with a frown.  "Poor Kit.  Uh, Baloo, that letter isn't going to rewrite itself, you know.  You'll just have to live with it as it is."

"I know, Beckers.  But I just can't help worryin'.  You know me and official type stuff.  I'm Mr. Screwup.  Only I can't afford to screw this one up."

Rebecca put the boxes down on her desk.  "Well, if those stuffed-shirt beaurocrats take little things like loving someone into consideration, you'll breeze through in a snap." she said angrily.

"Hope yer right Becky!" the big pilot said, stuffing the envelope back in the drawer.  "What's in the boxes?"

"Our financial records for the last year, Baloo.  I'm straightening out the books today, once and for all.  And I'll be darned if I'm going to pay some hotshot accountant to do it for me when I'm perfectly capab-"

Baloo laughed "OK, Miz Manager, whatever you say.  I just hope the next check you write for gas doesn't bounce higher than a Kangaroo on ten cups o' coffee!"

Molly came running into the office, clutching her beloved doll Lucy tightly in her arms.  "Baloo, look what Lucy's got!  A new backpack!  Isn't it neat!"

Baloo scooped the six year-old into his arms.  "I'll say, pigtails!  Why it's almost as neat as, as...." with a flourish, he reached in and tweaked her nose.  "This!"

The little girl squealed in delight.  "Baloo, you're silly!  Put me down.  Lucy wants to walk!"

Baloo complied, just as Kit walked in the door.  "Oh, hi, Miz Cunningham.  Hiya Molly."

"Good morning, Kit.  You look a little bit tired - are you sure you're up to the run today?"

"Oh, I'm fine Miz Cunningham, no problem."

Molly ran up to Kit and grabbed him by the bottom of his sweater.  "Kit!  I wanna play tail-gunner!"

"Not now, Molly, I gotta go fly with Baloo now, we'll play later, okay?"

"Tail gunner!  Tail gunner!" the girl repeated loudly.  Finally, Kit relented, and bent over for the yellow cub to jump up on his back.  He ran wild circles around the room as the girl practiced her aim.  "Ack-ack-ack!  Ack-ack-ack!" she yelled gleefully.

Winded, the boy at last set the girl down in the overstuffed chair with a thud.  Leaning over the arm of the chair, he ruffled her air, while she reached up and pulled his cap down over his eyes.  "You're gettin' good, Small-fry!  Those pirates aren't gonna stand a chance!"

She slowly pulled Kit's cap back up.  "I wish you were my big brother, so we could play alla time, instead o' just when I come over here."

"Molly!" the girl's mother admonished.

Kit blushed.  "That's OK, Kiddo.  I'm your brother where it counts - here!'  He began tickling under her chin.  Screaming, she retaliated, tickling the boy under his arms, causing a fit of wild giggling.  

"Shoulda known better, Kit - yer more ticklish than Molly anyday!" Baloo said with a laugh. "Time to hit the clouds, L'il Britches."

"I wanna hit the clouds too!" Molly cried.

"The only thing you'll be hitting are your books, young lady!  You promised to study for your spelling test while Mommy worked today, remember?" Rebecca said sternly.

"Awwwww!" the girl moaned.

Kit leaned over close.  "Tell you what -I'll bring you a present from Santa Calista.  And here's a down payment on it right now!"  He enveloped the girl in a hug.  "And don't forget - spelling's important.  You don't wanna grow up and not be able to skywrite, do you?"

"Okay, Kit!" Molly replied, returning Kit's hug.  The boy walked over to the door, giving Rebecca a wink as he passed, prompting a grateful smile in return.

The flight to Santa Calista had been routine, at least by Baloo's standards.  No pirates, no idols, no missed deadlines.  The island had been surrounded by it's usual thick blanket of fog, but Kit's keen eyes and unerring sense of direction had brought them in without any problems.  The only strange thing was, Kit hadn't said two words to Baloo during the entire flight except to issue course corrections.  He had sat, chin in hand, staring out the window of the Sea Duck, only changing perspective to occasionally check the aviation maps.  Baloo, his own mind more than usually occupied, hadn't interrupted the cub's reverie.

"Six degrees south by eleven west, Papa Bear.  I know ya can't see it, but there _is_ sky out there."

"Yer the navigator L'il Britches.  This fog drives me nuts!  Nuthin' worse than not bein' able to see where I'm goin'."

Within a few moments they cleared the fog, and the blue expanse of the South Pacific once again spanned out beneath them.  Kit, a blue pygmy doll with a "Santa Calista" T-shirt sharing his seat, resumed his study of the world outside the right front window of the Sea Duck.  Baloo, silent for far longer than was good for him, was in a more talkative mood.

"I'd offer ya a penny fer your thoughts, L'il Britches, but I'm broke." he offered.  No response. 

"I'll give ya my two cents worth, but you'll hafta make change!"  Kit turned, chuckled lightly, and resumed his vigil.

"Wanna hear me mangle folk songs?"  _That_ always seemed to amuse the kid.  After a moment, the boy turned, and took his red and blue baseball cap off, working it between his fingers - always a sure sign that he was troubled by something.  "What's up, Kid?  Still thinkin' about that dream last night?"

"Baloo, I-.  You remember that whole business, with Shere Khan?  With the job, an' everything?"

"Hoo-wee!  Sure do, Kiddo!  That was one wild weekend.  Thought ol' Karny was gonna fry yer bacon for sure that time!  What about it?"

"Well, I...Ballo, I didn't really tell you everything about that weekend, about Shere Khan."

"Whaddaya mean Kiddo?  You kin tell ol' Papa Bear!"

"Baloo, he didn't just - didn't just want me to take a job with Khan Industries.  There was - more to it than that."

Baloo frowned, choosing his words carefully - for a change.  "Yer a great navigator, Kiddo -don't get me wrong.  The best.  And nobody knows his way around a map or a chart like you do.  But....well, I kinda figgered there had to be somethin' else goin' on there.  Ol' moneybags don't do anything unless he's got some good reason, and it usually involves more shaboozies in his pockets."

Kit frowned.  "He's not such a bad - well, anyways, I guess - I guess I just wanna be honest with you.  He said he wanted me to take over his company someday."

"Wow!" Baloo said - that was not he'd expected to hear.

"Yeah, he said that there's no...protege to take over the company when he's gone.  He wanted me to, you know, learn the businesses, an' all that, and take over when he - well - ."

"Well pop my peepers!  Ain't that a kick.  Ol' Khanny wants L'il Britches to run his show!"

Kit closed his eyes and pinched the brow of his nose, a surprisingly adult gesture, Baloo thought. "Baloo, he - he said he wanted me to be his ward."

"His WHAT?"

"His ward, you know.  His heir.  He said that the only way I could take over and not have all the legal mumbo-jumbo was to be his legal ward.  He would - you know - adopt me..."

Baloo sat in stunned silence.  This cast his conversation with Khan in a startling new light - not to mention the letter he had recently received.  "Why - why didn't ya tell me about this, L'il Britches?"

"Oh, I don't know, Baloo.  I just....it was a lot to think about, and then with everything else, when Karnage came along...and Sasha, I just tried to forget about it."

"Do you - Do you....are you thinkin' about it, L'il Britches?"

Kit looked sadly at his friend.  "I did, Baloo - I really did.  He has an amazing life.  All of his planes, his offices, houses, even Buzz's helicopter!  And he - well, he even let me fly the takeoff in his Ct-75, Papa Bear."

Baloo was stung by that one.  "Ct-75.  Wow.  Geez, Lil Britches, I kinda thought, you know, your first time flying...."

Kit smiled ruefully.  "It wasn't really flying, Baloo.  Take-offs are easy - it's the landings that are hard, remember?  He took the stick before we even got to the cliffs.  He was just trying to-whatever."

"Kid, if - if it's something you want, I could never-"

"No!" Kit shouted.  "No - I meant everything I told you, Papa Bear.  I don't want to be anyone else anymore except who I am.  That's not why I'm telling you all this..."

"Why ARE you tellin' me all this, Kid?  You didn't hafta.  I never woulda found out!"

Kit held the cap in front of his face for a moment, in frustration.  "I don't _know_, Papa Bear.  I just... wanted to tell you, that's all.  Every time I ever try to lie to anybody, they get really hurt.  I'm tired of getting people hurt."

"That's a strange way to put it, Kiddo."

"Khan wasn't bad to me, Baloo.  He really did seem like he wanted me to do this.  I think he's - I think he's kind of lonely....I don't think he has any friends."

They sat in silence for a few moments, each lost in his own thoughts.  Without turning, Baloo finally spoke.  "Must be tough, bein' an orphan , huh?"

Kit looked at Baloo, surprised by the question.  "What do you mean?"

Baloo looked down.  "Y'know, not havin' any folks, livin' on your own.  Even now, not having any real parents, or anythin'..."

Kit seemed wounded by Baloo's answer.  He looked away, out the window.  "You get used to it."

"Was it - it must have been hard to turn down...to decide not to be adopted like that."

"It was easy, Baloo.  I just had to stop and think for a minute.  It wasn't a tough decision."  He looked back at Baloo.  "All that's just official stuff anyways."

"Kid, if - well, if it were possible, do ya think you'd - well, would you want to..."

Kit stared intently at his friend.  "What?"

"Would you want to be...MY kid?  Ya know, official-like?"

Kit picked up the pygmy doll and stared at it for a moment.  Why was Baloo asking him this _now_- after all this time?  "Would you want to?" Baloo asked again.

Kit closed his eyes.  "I want it more than anything." he said, very softly.

They sat for a while, neither bear nor cub saying anything.  The brilliant blue Pacific stretched on endlessly beneath the yellow seaplane, occasionally dotted by small palm-covered islands.  Cape Suzette was off in the distance somewhere, where the azure sky met the azure ocean.  Wordlessly, the big pilot reached out his hand and grabbed the boy's shoulder.  He shook it softly once, twice, then patted it and pulled his hand away.  The cub looked over and grinned.  They passed the rest of the flight in silence.

It was a wharf bar, much like any wharf bar -filthy, loud and smelly.  Sometime in the place's history it's owner had tried to institute a maritime motif, no doubt to "class up" the place - remnants of ship's wheels, anchors, and languid seascapes still dotted the walls, here and there.  But mostly it had been covered over in dirt, rust and broken glass, and now whatever distinction it had once had was submerged behind the detritus of a thousand drunken revelries.

Don Karnage looked around him in disgust.  This was the sort of dump that he had thought he was finished with twenty years ago.  Still, at least now he had arrived in Cape Heron his own plane - a new, bright red and specially customized CT-37 that would be the envy of his old cohorts on the Iron Vulture.  And he wore fineries befitting a wolf of his stature and elegance - a splendid azure silk shirt and white trousers.  Far better than the rags he had been forced to wear so recently...

Building a pirate empire was never easy - Karnage should know, he had done it once already.  To have to bribe, cajole, and intimidate from scratch, after all these years... Still, success would be that much sweeter the second time around.  

He strolled up to the bartender, a hulking walrus with a bushy mustache and a toothy sneer that seemed carved on his face to accompany his filthy apron.  "Scoozi, my fetid friend, I am look-"

"Name's Mika!" the bartender snarled.

"Yes, indeed." Karnage had still not grown accustomed to being spoken to like any other wharf rat, and he never would.  "In any case, _Mika_ I am looking for a fellow, hees name is Drill, perhaps you tell me where to find this man, yes-no?"

"In the back." the barkeep snarled with a point of the finger.  With a disdainful last look at the bartender - such a lack of fashion sense! - He followed the walrus' gesture towards a smoky room at the back of the bar.

So, the fellow had decided to show up - this was good.  That was the first hurdle to overcome in dealing with thieves and scoundrels - they often missed their appointments.  Karnage entered and surveyed the room.  A few tables, a dart board that hung crookedly from the wall in one corner, a badly disfigured pool table at which three pelicans were engaging in a heated billiards match. And, at one of the tables, two grey coyotes, one dressed in a puffy green shirt, the other a ratty black sweater.

Karnage approached the table and extended a red paw to the coyote in the black sweater.  "Karnage." the man replied in a gravelly voice, shaking the proffered hand.

Karnage took a seat at the table.  "Most deliciousness to see you again, my plundering friend.  It has been a long time.  And this must be the legendary Garrote, yes?"

"Save yer flattery, Karnage." the green-shirted coyote barked in a high, delicate voice.  "Say yer piece and make it quick.  I ain't got much patience fer fancy talkin'."

Karnage sighed.  To have to prostitute himself this way, and to pirates of such lackluster style..."Very well, irritable one.  I believe you will find that I am a man who means beezness, yes-no?  What news, Drill?"

The coyote took a long swill of his drink and belched.  "You heard right, Karnage.  There's a lot of us out there who aren't happy with the way things are bein' run right now.  Too many soft bellies where they don't belong.....Word is, there's even grumblin' on the Vulture."

"Excellemundo!" the wolf said with a grin.  It was as he had hoped.  "There will be a time of reckoning, my friends, and it will be a time-"

"Hold it Karnage" Garrote interrupted.  "Nobody said nuthin' about you.  Maybe there's bucs out there that's not likin' things.  No reason they should want to get themselves involved with a washout like you."

Reflexively, Karnage reached for his absent sword, causing the two coyotes to reach to their belts.  With a visible effort, the red wolf brought himself under control.  Later...there would be time for this later...."Indeed, my friend, you are wise to be skeptical.  Things have changed, yes-no?  Those at the top have come to the _bottom_, is this not so?" he asked pointedly.

"Yet still, my noble friends, there will be those who remember the not-so-long ago gloriousness of Don Karnage, si'?  Those who will remember the days when all of the South Pacific trembled at the mention of air pirates."

"It's a bloody country club now!" Drill mumbled.

"Indeed!"  These fools were so simple, so easy to manipulate!  "The waters will once again run red, my friends.  All we must do is to be spreading the word, yes?  That Don Karnage has returned, and he is gathering his strength."

"Gonna take more'n that, Wolf!" Garoote snapped.

"Ah yes, down to the beezness, yes-no?  Excellamundo!  Indeed you are correct, fiery one.  I believe that our new army will require some - proof - of my seriousness, yes-no?"  He reached into his pocket and pulled out a small stack of bills.  "Walla-Walla Bing-Bang Bucks, my friends.  These, perhaps, will provide some incentive for those wavering in their convictions.  I believe that these will prove useful to you as you - discuss - the situation with our new recruits, yes?"

"It's a start." the green-shirted coyote said gruffly.

"Yes, my friends, what is needed now is for the word to be spread - for every port and every wharf to hear of the triumphant return of the dread Captain Karnage.  And since I am unable to be speaking to them all in my voice, you will be doing the speaking for me, yes-no?"

"Why should we, Karnage?  Why should we go out and do your leg work for you?" Drill demanded.

"A fair question, yes?  And a fair answer.  There are many, many more where these came from." he said, gesturing at the bills.  "I give you a small taste of them now.  You give a small taste of them to our new - friends.  They see that I am serious about my business, yes?  And, my fellow plunderers, may I also say this - I am, as they say, the greatest pirate of all times, is it not so?"

Karnage stood, leaned across the table to stare at his cohorts.  "I have held riches beyond your puny imaginations.  I have commanded armies of pirates that could storm a small city.  And when I am once again in my rightful place, it is those who helped me now who will be in a position to most benefit, yes?  Don Karnage will no' forget those who helped to regain what is rightfully his".  The wolf pulled a knife out of pocket, raised it over his head and stabbed it into the old wooden table with a crack.  "An' I will no' be forgetting those who opposed me, my felonious friends.  I will no' be forgetting them either - _yes-no_?"  He flashed his teeth in a grin, eyes blazing, and sat back down.

The two coyotes sat staring at the knife for a moment.  Finally, Drill spoke.  "Gonna take some time."

"And more shaboozies than that." chimed in Garotte.

"Ah, my boys, thees is no' a problem!  As you can see - " he pulled out another stack of bills and placed it with the first - "There are lots of little green friends for our lonely bills, yes-no?  And time is also something I have plenty of.  In fact there is some - personal business - that I want to attend to, and this will give me a perfecto chance to do so, yes?

And, should you be deciding to make an unwise choice and vamooso with my little friends here-" he gestured to the money - "Rest assured that I will be most displeased when we meet again."

The wolf reached for his knife, extracted it from the table, and stood.  "Dream, my small-minded dogs - dream tonight of the riches that will be ours that will overflow your tiny imaginations!  And dream of the terror that will fill the eyes of your victim persons when they know that you are the honored elite of Don Karnage!  In two weeks, I meet you back here, yes-no?  And, no doubt, you will joined by many friends, old and new, yes?  Excellamundo!"  Karnage tucked the knife into his belt, spun neatly on his heels and strode out of the bar.

Baloo walked through the revolving door of Khan Tower, his stomach turning loops.  He was never comfortable meeting with Khan, especially on his own turf.  And today's business was substantially serious enough to give Baloo the willies anyway.  He approached the reception desk and the elderly woman who sat behind it.

Before the bear had a chance to speak, the receptionist greeted him.  "Ah yes, it's Mr. Baloo, isn't it."  She looked down at him over her glasses.  "Do you have an appointment, Mr. Baloo?"

"Ahem, no M'aam, no appointment, but I need to see Mr. Khan.  It's real important."

"Sweetie, Mr. Khan is extremely busy today, he's not seeing-"

Baloo leaned over the desk.  "Please m'aam - if you could just tell Mr. Khan it's Baloo.  I need to speak with him about a - contract - between us.  Won't take long.  Please, if you could just tell 'im."

The old woman sighed dramatically.  "Very well, I'll tell him you're here.  Please wait."  She pressed the intercom button on her desk.  "Mr. Khan, sorry to disturb you sir-"

"Yes, Mrs. Snarly?  You know I have that meeting with Wilson this afternoon." Khan's cool voice buzzed impatiently through the speaker.

"Yes sir.  It's Mr. Baloo - he says he needs to speak with you about a 'contract'."

There was a pause at the other end.  "Very well, show him up, Mrs. Snarly."

The old woman looked up.  "You may go up, Mr. Baloo."  But the bear had already sprinted past the desk towards the elevator.

As the elevator made it's climb, Baloo took off his cap and nervously held it in front of him.  Finally, the door opened, and Baloo stepped out into Khan's office.  The lush jungle of green foliage was as thick and dense as ever, and the tiger stood behind the mammoth desk, hands behind his back, staring out the window.

"Good afternoon, Mr. Baloo.  You may have five minutes of my time.  Please, do sit down."  The tiger turned and sat at his desk.

Baloo sat down, hat in hand.  "Hiya Mr. Khan.  Sorry to disturb ya and all-"

"It's your time, Mr. Baloo.  I suggest you not waste it on apologies."

"Right, sorry.  Sorry!  I mean - aw, fergit it.  I wanna talk about our - agreement - about Kit."

"Yesss?" the tiger asked, clasping his paws together bemusedly.

"Well sir, I mean, well, the Child Welfare Department called me in for a meetin' -"

"Is that a fact?" the tiger said cooly.

"Yeah, it's a fact Khanny.  I was wondering if you - if ya knew anything about why."

"As I told you before, Mr. Baloo, I never break a deal."

Baloo, unsure quite what to make of the tiger's cryptic answers, tried again.  "Did ya set that meeting up, Mr. Khan?  Cause I never talked to ya since that night at Higher for Hire-"

The tiger rose, turned again to stare out the window.  "Mr. Baloo.  In my view our agreement was based on the young man coming to a decision.  It is my understanding that the young man came to a decision.  Mmyes.  I will repeat again, Sir, I always keep my promises, and I never go back on a deal.  I will not tell you that again, Mr. Baloo.  I have kept my end of the deal.  What happens between you and the Child Welfare Department is your decision."

Baloo stared at the tiger's powerful back.  Perhaps that was as good an answer as he could have hoped to get.  "How did you know Kit came to any decisions, Mr. Khan?"

The tiger turned, leaned across the desk and looked Baloo in the eye.  "I know many things, Mr. Baloo.  Indeed, I know quite a bit about young Mr. Cloudkicker's background, if you'd like to share in that information-"

"No!" Baloo said hastily.  "I mean... that's Kit's department.  It's his life.  If he wants to tell me any o' that stuff, he will.  Until then, I don't need to know."

The tiger stared at Baloo, a strange look in his eyes.  "He is a remarkable young man, Mr. Baloo.  In fact, I would venture to say that I have not seen his like before."  Khan walked around the desk and offered his hand to the surprised pilot, who, standing, shook it.  "Now, if you will excuse me, I have important matters to attend to this afternoon.  You are dismissed."

Baloo had already decided on the walk back from Khan's office that it would be best not to mention anything to Kit about his meeting with the Child Welfare Board until the picture had clarified itself a little more.  No point getting the boy's hopes up - or worrying him needlessly, depending on how you looked at it.  You never really sure quite what you were getting with Khan, Baloo thought - even his straight answers seemed kinda crooked when you thought about them afterwards.  Maybe that's why he was so successful in the corporate world.

Still, he wanted to talk to the Kid - just felt like he wanted to spend as much time as possible with him at the moment.  He walked into Higher for Hire with a wave at Becky, seated at her desk still trying to figure out the financial records.  Some one day job that'd turned out to be!

"Hiya, Boss Lady.  Kit home from school?"

"He's upstairs, Baloo.  And Baloo-" she shouted at the pilot, who had started bouncing upstairs, "Why exactly did you spend $87 on avocado dip last March?  And expense it to the company?"

"Sorry, Beckers, no time ta talk now.  I'll check my avocado file and git back to ya."  Baloo was surprised to find the bedroom door closed.  Knocking, he entered the room to find Kit seated on the bed, holding his green sweater and looking at it with a sad expression.

"Hi Baloo." the boy said dispiritedly.

"Hey, L'il Britches, what's up?  You seem kinda down in the dumps."

Kit smiled sadly.  "You know what, Papa Bear?  This old sweater doesn't fit me anymore.  I've outgrown it."

Come to think of it, Baloo _had_ noticed the boy's arms sticking out a lot further than the sleeves lately.  He sat on the bed next to the cub.  "It happens, kiddo.  All part o' life.  That stuff ya can't change."

Kit ran his hands over the sweater.  "What's the big deal, L'il Britches?  It's just a sweater.  I got plenty o' old sweaters an' stuff around here, or we could get ya somethin' downtown if you want."

Kit sighed, continuing to run his hands fondly over the worn fabric.  He lingered over the faded elbow patch, once yellow but now a dingy white.  "I never told you where I got this sweater from, did I Papa Bear?"

Baloo gave the cub's shoulder a gentle squeeze - this seemed to be bothering Kit more than it should.  "No, Britches, ya never did.  I'd like to hear it, tho'."

Kit looked straight ahead, his eyes seeing images invisible to Baloo.  "Well, you know I told you I was with the air pirates for about a year before we met.  But before that, I spent a lot of time just kind of moving around, staying alive.  I was almost ten years old...  " Closing his eyes, the cub continued his story.

"I was in an orphanage for a while, but I didn't like it.  Too many rules, and nothing to do.  What I really wanted to do was fly.  So one day I went out with a bunch of kids to play baseball.  When the ball went over the fence, I said I'd go after it.  And I just kept going - I never came back.

I didn't have any of my stuff, at all - but I never owned much of anything at the orphanage anyways.  I went into town and snuck onto a produce truck and just rode with it as far as it went.  We were on the road for a long time - I don't know how long, but it was dark when we stopped.  I had eaten a bunch of apples an' stuff on the truck, and I stuffed my pockets with as much fruit as I could fit and snuck off before the driver checked the load.

We were on the outskirts of some town, I didn't know where.  I walked around for a little while, just trying to see what the place was like.  I wasn't far from an airfield, so I jumped the fence and went exploring around the planes in the dark.  It was great - I was in heaven.  I knew a lot about planes an' stuff from books and - other ways.  By that time I was pretty good at hiding, and it was late, so nobody spotted me.  Finally, I saw a cargo plane - a Conwing L-11 - and went over to check it out.  

The cargo door was unlocked, so I opened it and snuck inside the plane.  It was carrying a load of dry goods - flour, sugar, stuff like that.  The plane was full, so I figured he'd be leaving for somewhere tomorrow.  I burrowed down in among the sacks and went to sleep.

When I woke up, I peeked my head up and it was light out.  Then I turned around, and the pilot was right there staring at me!  I was dug way down in among the bags an' stuff, so I couldn't get away.  He pulled me up by the arms and looked me over - I wasn't sure whether he was gonna hit me, or turn me into the police, or just throw me off his plane.

He asked me if I needed a ride somewhere, which came as a total surprise to me!  I said sure, wherever he was going was fine.  He asked me where my parents where, and I told him I didn't have any.  He just said "I hope you know what yer' doin', Kid."

I was pretty wary - I was expecting him to double-cross me or something.  I asked him why he was gonna let a stowaway fly for free on his plane.  He took me outside and pointed to a little mark on the hull - and that was the first time I'd ever seen the Friendly Flight sign.  He said that any plane that had that sign was a plane that would give travelers - hobos -  a ride, and no word to the police.  He asked me for my word that I had no parents, and I swore it was true.  He said "Well, if you want a ride I'm goin' to Port Wallaby, and you can stick around if you want.  But it gets mighty cold there this time of year."

When we got to Port Wallaby, he gave me $10 and told me to take care of myself, and to never get on a plane that didn't have a friendly sign.  I promised him I wouldn't and thanked him.  That was the last I saw of him.

I was pretty excited at first - I was in a totally new place, new faces, everything else.  We were near the ocean, and that's where I ended up  - that's where all the hobos ended up.

It was a pretty horrible place.  People were sleeping on the streets, under the pier, anywhere they could.  And that pilot was right - it was cold!  And every day it was getting colder and colder.

After I'd been there a few weeks, my money was gone, an' I was pretty miserable.  I was stealing whatever food I could find, and - other stuff too.  There was this old man - Jasper -who had lived on the streets in Port Wallaby for as long as anybody could remember.  He was a real legend among the hobos there.  I guess he saw me, an' he felt sorry for me, so he kind of started to - you know, look after me.

By this time it was really cold.  People died there in the winter. We were camped out in an old building, an' I'd never been so cold in my life.  Jasper was wearing this old green sweater - he wasn't a big guy - and out of the blue, he just takes it off and puts it on me!  An' he was wearing just a thin shirt underneath!  "You need it more than me, son." he told me.  "My bones have been frozen so many times I can't even feel 'em anymore.  Not right a little fella like you should ever have to have that happen to them."

I didn't know what to say to him.....I was just so glad to have that sweater.  It was way too big for me then, but I didn't care.  And  I - I've had it ever since."

Kit opened his eyes, and breathed heavily.  He looked back down at the sweater and hugged it to his chest.

Baloo wasn't quite sure what to say.  This was the most Kit had ever told him about his past - even if it did raise as many questions as it answered.  "What - what happened to Jasper, L'il 

Britches?"

The boy closed his eyes, tightly.  "He died."

"I'm sorry, Kiddo.  Ya said he was pretty old, an' all-"

Kit glared at him.  "No!  He - I - never mind.  I don't wanna talk about it."  The boy tossed the sweater to the ground and lay back on the bed.

Baloo picked up the sweater and set it next to the cub gently.  "You wanna keep this, Kid.  I know.  It has a lot o' memories.  I wish I'd been there for you then, but I wasn't.  And yer a different person now."  The bear walked over to the closet and opened it.  "I got an old jacket in here somewhere....here it is!"  He turned back to Kit.  "I wore this when I was about your age or a little older... be too big for ya, but you'll grow into it."  He tossed a dusty old leather bomber jacket to the boy.

Kit reached out for the jacket and stared at it for a moment.  He hugged it in both arms and rolled over to face away from Baloo.  The big bear left the room and closed the door behind him.

Karnage walked into the small coffee shop quite casually.  He was dressed in what were, for him, quite unusually drab clothes - a gray suit, with a gray fedora hat perched atop his head.  He sat down at the counter and the waitress approached.  "What can I get ya, Hon?"

"Yes, Senorita, una copa de caffe, Si?  Grazie!"  The waitress scurried off.  There was this about not having a pirate army, Karnage thought to himself - it certainly makes it easier to get in and out of a place unnoticed!

There was a newspaper on the stool next to Karnage, which he reached over and grabbed.  He paroused the headlines with a sneer.  "Khan Reports Record Earnings".  The old fool!  Let him play his silly-type corporate games - Don Karnage could have him begging for mercy any time he wanted.

Karnage gulped down his coffee, threw the newspaper aside.  This would not be a long visit in Cape Suzette.  There would be time for those later.  Out of the corner of his eye, he noticed a man sitting in a booth, staring at him sidelong.  Karnage glanced over, and the man immediately looked away.  This would not do - the last thing he needed were any unnecessary entanglements now, just because some fool had recognized him.  Hurriedly he tossed a quarter on the counter and walked out.

Don Karnage surveyed the scene before him - people everywhere, scurrying along to their daily nothing lives.  And here he stood, virtually anonymous, among them.  How impossible would that have seemed once.  And soon , they would cringe in terror again at the mere mention of his name. But for now, he was content to allow them their petty concerns uninterrupted.  His business was with one boy, and one boy only.

Baloo sat glumly at the kitchen table, prompting a stare from Rebecca, still hunched over her desk.  "Baloo is something wrong?  I heard the door close upstairs."

"Kit wanted to be alone.  He's - he outgrew his sweater."

"He what?!"

"He outgrew his sweater, Beckers.  It don't fit him anymore."

Rebecca sighed.  WHY did she never understand what the man was talking about?  "Baloo, is there something wrong with Kit?  And where were you all day?"

Baloo shifted nervously.  "I had some business, downtown."

"What kind of business?"  Rebecca asked suspiciously.

"I hadda meet an - old friend..  That's all Beckers."

Rebecca stood up and walked over to Baloo.  :"You know," she said gently, putting her hand on his back, "You really should tell Kit what's going on, with the State and all."

Baloo sighed.  "You just let me handle this my way, Beckers.  I'm gettin' him used to the idea.  Why should I get him all worked up when there's nuthin' he can do anyways?  He's worked up enough as it is."

Rebecca sat down next to the big bear.  "There _is_ something wrong with Kit, isn't there Baloo?  I've seen it for a while, he just hasn't been himself."

Baloo looked away, out the window, for a moment, the returned his gaze.  "Rebecca, I don't know what to do with that boy.  He's got so much  - stuff - he's carryin' around with 'im.  He doesn't want to tell me about it."

Rebecca patted his hand.  "You know Baloo, he lived a long time before he came here.  You and I don't know what he went through, what his life was like..."

Baloo pounded the table with his fist fiercely, in a rare bout of anger.  "My goodness Baloo!" the startled woman gasped.  "What?  What is it?"

"Don't you see, Beckers?" the big pilot said.  "All this stuff he has in his head, all this stuff that's happened to him - it's eatin' him up!  It's killin' him!  What kinda terrible things did he have to live through?  And there's nothin' I can do about it!  Nothin'!  I wish I coulda been there, to protect him, stop all that stuff from happening to him!  But I wasn't!  I wasn't there for him, and because of that, _no_body was there!  The kid had nobody in his life except for pirates and thugs and God knows what else!"

Rebecca enveloped the bear in a sideways hug.  "Baloo, there's nothing you could've done, don't you see that?  You didn't even know Kit, there's nothing you could've done..."

"I know, Beckers.  But it just ain't fair!.  Who knows what that kid had to had to go through - alone!  He's a good kid!  Why can't he just let himself be happy?  And there's nothin I can do."  The big bear buried his face in his hands.

Rebecca had never seen her friend give himself over to anger - and hurt - like this before.  She lay her head on his shoulder.  "Baloo, you're doing everything you can do.  Imagine what Kit's life would have been, if you hadn't been there for him when you were!  All you can do is give him a home, where people love him, and let him know you'll listen whenever he wants to talk.  Kit loves you, Baloo - he loves you more than anything in the world.  Nothing bad can come of that, you'll see.  When Kit has been here long enough, he'll be able to put all of the other stuff behind him.  He'll do it when he's ready.  You'll just have to help him along the way."

Baloo brought his hands up over his head, grabbed his cap roughly and twisted it in his hands.  "I'da given anything, Becky - I'da given anything to be there, to protect that kid.  It just ain't fair...."

To be continued...


	2. The Hunt

                  THICKER THAN WATER

Part II

Kit lay in his bed, staring silently at the ceiling and clutching the bomber jacket that Baloo had given him.  The green sweater lay next to him.  He put the jacket down and picked up the sweater.  

            _"Run, boy!  Get out!"_

A tear formed in his eye, and he tightly squeezed it out.  He rolled over to stare again at the dusty leather jacket.

            _"You can't tell me what to do!   YOU'RE NOT MY DAD!"_

Sitting up suddenly with a snarl, he angrily tossed the sweater across the room, where it struck the dresser, knocking his model plane off with a crash, and fell to the floor on top of it.  He grabbed the jacket and tossed it on top of the heap.

"How many more people are you going to hurt, Cloudkicker?" he muttered bitterly, hiding his face in his hands.  "A real bundle of joy, you are."

The sun shone brightly in through the front windows at Higher for Hire an another warm, bright day dawned in Cape Suzette.  Rebecca had arrived early, and was already seated at her desk shuffling papers.  Wildcat was noisily pounding away at something out by the dock.  Molly was on the floor, at the base of Rebecca's desk, happily drawing in a "Danger Woman" coloring book.  And Baloo sat at the table, absently stirring a bowl of oatmeal and staring at the table.  Finally, he pushed aside the bowl and grabbed a donut, swallowing it in one bite.

"Still no Kit, huh?" Rebecca asked, sounding worried.

Baloo looked over with pleading in his eyes.  "He didn't sleep much again last night, Becky.  These nightmares are really botherin' him.  I heard him tossin' and turnin' all night, and he was cryin' for a while too."

"Oh, Baloo!" Rebecca whispered.  "That's just terrible."

"What's a nightmare?" Molly asked brightly.

"It's just a bad dream, honey." her mother cooed.  "You have them sometimes, remember?"

"Why's Kit have night...mares, Mommy?"

Rebecca looked over and Baloo and sighed.  "We all do, Molly." the pilot said glumly.  "But then you wake up, and everyhting's OK."  He looked down.  "Everything's OK." he whispered.

"He'll cheer up Baloo, after - after - you know."

A door opened above them, and Kit slowly walked down the stairs.  He was wearing an old eggshell-white seaman's jersey that Baloo recognized from the old "Baloo's Air Service" days - it had been here longer than he had!  On Kit, it came down almost to the knees.  The cub was carrying his old green sweater.

"Morning Baloo, Miz Cunningham" the boy said quietly.  "Boy, you sure have been working a lot lately, Becky - Miz Cunningham"

"That's running a business, Kit." she answered, forcing a smile.  "No rest for the weary.  How - how are you feeling?"

"I'm OK." he said, not looking as though he believed it.  He approached Molly and knelt down next to her.  "Hey, Short stuff." he said.

"Hi, Kit!" she yelled gleefully, holding her arms out for a hug.  

The cub complied.  "Say, Molly - I was thinking, this doesn't fit me anymore, so I want you to have it.  It's an official navigator's sweater."

"Kit!" Rebecca said, surprised.

Molly gleefully grabbed the sweater from Kit's hands.  "Oh, thankyou thankyou thankyou!"

Baloo looked over with a frown.  "L'il Britches, you sure you want to -"

"It's OK, Papa Bear.  It's just an old sweater anyway." the boy said, standing, as Molly threw the sweater over her head.  It nearly dragged on the floor as you ran about the room.

"Oh Molly, you look ridiculous!" her mother reproached.  

"It's OK, Miz Cunningham, she'll grow into it." Kit said, looking sadly on as the girl frolicked around the room.

Molly ran back up to Kit and grabbed him by the base of his jersey.  "Can I be a navigator right now, Kit?  Can I?"

Kit smiled down at her.  "Not yet, Molly!  I had to wear that sweater for a long time before I became a navigator.  You've gotta grow into it first.  And practice."

"Awww, OK." the yellow cub grumbled.  She plopped back down to the floor, her new sweater pillowing around her, and resumed her coloring.

Baloo stood and walked over to Kit, putting his arm around the boy's shoulder.  "Y'know kid, I been thinkin, we ain't been out to eat fer a while.  Howzabout we go to the Runway Cafe tonight?  It's yer favorite."

"Sure Baloo." the cub said, smiling weakly.  "Sounds great.  I'm gonna take a walk, be back in a while."  The boy slumped out the front door, closing it quietly behind him.  Out on the dock, Wildcat continued pounding away at his morning's project.  Molly happily colored away at her book.  Baloo and Rebecca stared at each other, each wearing a look of concern that was reflected in the other's face.

Don Karnage quietly walked through the darkness, slowly approaching the buildings he knew so well, so infamously.  He had changed into a black shirt and pants, and wore a small sword strapped to his waist, a purchase made in the finest smithy in Cape Suzette.  A small indulgence, he thought to himself, but style counts for so much...

He approached the familiar main building and listened.  All was dark inside, and he heard no noise.  Stealthily, he climbed the outside of the building and grasped the rain gutter, pulling himself up with a grunt to the crow's nest that was the highest portion of the structure.

He peered in through the window - nothing.  He eased the window open - careless, not to lock it, yes-no? - and pulled himself inside.  He found himself standing in a bedroom.  Surrounding him were two beds, a large one and a small one, and a dresser.  No sounds were audible inside the building.

"Ah yes, we have tracked the rabbit to it's very lair, yes-no?" he whispered, with a toothy grin.  "But the prey has had the bad courteousness to not being at home, no?"  He approached the small bed.  "But so much the better, yes.  Perhaps the wolf shall leave a small token of his visit - to not do so would be most - unguestly."

The red wolf reached into a pocket and pulled out a strip of cloth - a remnant of his now destroyed blue Captain's uniform that he carried to remind him of his ultimate goal.  Teeth flashing in the moonlight, he ripped the cloth in half, sticking half of it back in his pocket.  He drew his sword, and held it up to his thumb.  Grinning, he ran his thumb along the edge, causing a stream of blood to begin flowing.  He wiped the blood onto the blue cloth repeatedly, until a large smear of red blotted the surface.

"Just a small taste, yes?  A small taste of what is to come."  He pulled back the covers on the small bed, set the cloth down and replaced the covers over it.  He retreated out the window, pausing whilst halfway through it to stare back into the room.

"Now you shall know, yes?  You shall know what your fate will be.  The fear is the most delicious part of death, is it not?  It would not be right for me to deprive you of that, small one."  He looked down at the back of his hand - an ugly scar marred the surface.  He looked back at the bed, a mad hatred glowing in his eyes.  "Nor for me to complete the job too quickly.  I shall allow you to savor the experience!  It will be all that you deserve.  Excellamundo!"  The wolf shimmied down the side of the building and dissapeared into the night.

Kit tried to put on a good front for Baloo at the Runway Cafe.  The big bear was trying so _hard_ - he just didn't understand.  He never _could_ understand.  But then, the Runway WAS Kit's favorite restaurant, and Baloo was doing his best.

Baloo was unusually bubbly over dinner - maybe he was trying to compensate for Kit's melancholy, the boy speculated.  As the bear and cub ate (burgers, fries, _and_ chili dogs - Baloo had spared no expense), planes of all shapes and sizes passed scant yards over the restaurant roof as they approached Cape Suzette airfield for their landings.  The walls were adorned with photos of legendary flying aces and aircraft memoribilia.  You had to give the place this much - for a flying buff, the atmosphere was unbeatable.

They stopped for ice cream on the way home, and walked slowly through Cape Park, licking their cones and talking.  Baloo mostly handled that part.  "Say Kid, howdya like to maybe go to Winger City next week?  We could finally check out that aviation museum you've been wantin' to see!"

"Baloo!" Kit said, rolling his eyes.  "You _know_ we don't have any vacation coming!  Becky'll never let us take time off to go to Winger City!  It's a six hour flight!"

"Hey!" Baloo said, draping an arm around the cub's shoulder.  "If I go to my boss and say I wanna take my kid to Winger City, she'll let me do it!"

"What did you say?" Kit said sharply.

"You heard me.  If I tell Miz Manager that I want to take you to Winger City, I think she'll let me go."  

Kit thought for a moment, then decided not to pursue the matter.  It was just a phrase, is all - just a way of saying things.  'My kid' - what did that mean anyway?  "I'd love to go, Papa Bear - but please don't get into trouble over me.  I don't have to go right now -we'll get our chance."

"Don't be such a danged _adult_, L'il Britches!" Baloo said, sounding slightly annoyed.

"One of us has to be!" the cub thought.

Baloo hugged the boy closer and they walked in silence for a while.  Clearly, the big bear was feeling edgy about something - Kit knew him well enough to see that.  He was being so - clingy.  Not that Kit minded.  "Besides," he reasoned - "the way you've been acting, of course he's freaked out!"

They emerged from the park and walked along the harbor, Higher for Hire only a few dozen yards away now.  "Kit, just to letcha know - I have an early appointment tomorrow in town, so I'm gonna be gone by the time yer up.  I have to - get my liscence renewed."

"Didn't you just do that?" the cub asked.

"Yeah well, that was a few months ago, Britches, and I'm due up again.  Red tape, huh?"  They walked the last few steps up to the door.  "Home again, home again, jiggety jig!"

"Yep, home." the boy answered.

Baloo was rattling around in the kitchen downstairs as Kit pulled the jersey over his head and slipped into his nightshirt.  He looked at the jersey and sighed.  Somehow, it just didn't seem - right.

"Hey, Kiddo - you wanna sandwich?  I got olive loaf and peanut butter!" Baloo yelled from downstairs.

Kit smiled.  Two hours after dinner and an hour after ice cream!  The bear was incorrigible.  "No thanks, Papa Bear.  I'm headed to bed!" he yelled down.

"Yer loss, slim!  Doobie-doobie-do-wah-wah, be-dooby-dooby-dooby-dowah!" the pilot sang gleefully to himself as he noisily prepapred the sandwich, prompting another grin from the boy.  He walked over to the bed and pulled the covers back.

And stood, jaw slack, speechlessly staring at what he saw.

"Impossible!" he mumbled, reaching down to pick up the strip of reddened cloth, then dropping it in disgust as he felt the still wet blood.

Again, cautiously this time, he reached down and picked up the cloth, this time by the corner.  He stared at it wordlessly for a moment, then sat, dazed, on the edge of the bed.

            _"He's never gonna leave me alone, is he Baloo?  He'll never be satisfied until he's _

_             rid of me."_

With a start, Kit heard Baloo approaching.  Hurriedly, he tossed the bloodied cloth under the bed and wiped his hand on the sheet.  He sat facing away from the door, tyring desperately to control the shaking that had overcome his body.

Baloo bounced into the room, whistling.  He set the sandwich down on his bedside table and quickly changed into his nightshirt.  He slipped his sleeping cap on his head and sat back in bed, grabbing the sandwich and taking a huge bite.  He glanced over at Kit, who still sat facing away from him silently.  "Kfid, fyou okfay?  Fyer awful quiet offrer fhere." he mumbled with a spray of bread crumbs.

"I'm fine." Kit replied in a husky voice.

"You sure?  You sound funny.  Somethin' the matter?"  The big bear was genuinely concerned now.

With a deep breath, the cub turned, and lay back on the bed, smiling weakly at Baloo.  "I'm fine, Papa Bear.  My stomach's just a little sore.  I guess I ate too much."  He closed his eyes tightly.  Baloo stared at him for a moment, shrugged, and returned to his sandwich.  "Would you lock the window, Papa Bear?" the boy said in a voice just above a whisper, without opening his eyes.  With another worried glance at Kit, Baloo complied.

It was a brilliant, crystal clear night in Cape Suzette.  A crescent moon hung beautifully in the cloudless sky, accompanied by a thousand shimmering stars.  Crickets and frogs serenaded the planes and boats as they gently rocked in the harbor.  A light breeze occasionally shifted a few leaves on the grass, but for the most part the night air was still.  In his shed, Wildcat lay snoring gently, a smile on his face as he enjoyed some pleasant dream.

Kit thought that the night was never going to end.  For him, it had been a waking nightmare of ghosts and visions, screaming and clutching at him - unwilling to let him go.

            _"Where're your parents, Cloudkicker?  How come you live in that place?"_

_            "They're - they're dead."_

_            "Ha ha!  Parents are dead!  Parents are dead!  Little orphan Cloudkicker!"_

He rolled over, put his pillow over his head, anything to chase away the demons that taunted him.  His sheets were soaked with sweat.  He glanced over at Baloo, hoping to find some reassurance from the gently snoring figure, but it only brought him more mocking accusations.

            _"Run, boy!  Get out!"_

The old man was screaming at him, he wouldn't stop!  The old man was screaming at him, and his eyes - his eyes were yellow flames, burning holes in Kit in the dark....

            _"Get out!"_

The cub tossed and turned in bed, trying to clear his mind.  Tears streamed silently down his cheeks onto the bedclothes, mingling with his sweat and the drops of wolf's blood there.  He pulled his head out from under his pillow and stared at Baloo.  The pilot slept on his back, mouth slightly agape and a beatific expression on his face.

"Not you too!" Kit sobbed silently towards the other bed.  "Not you too.  Never!"  He grabbed the bedclothes tightly in his fists and screwed his eyes shut - tightly, painfully shut, trying to will himself not to cry aloud, the tears flowing uncontrollably now.  He rolled over and buried his face in the pillow.  "Don't let him hear you!  Don't let him hear you!"

When Kit opened his eyes, he winced in pain from the crust of dried, hardened tears that had held them shut.  He peeked at the window and squinted.  The sun was coming up.

Baloo was quietly getting dressed, sitting on the other bed.  Kit stared at him, silently, saying nothing.  As though aware he was being observed, Baloo spun around.  Quickly, Kit closed his eyes.  The big bear shrugged, grinned, and resumed tying his necktie.  Kit opened his eyes to slits and watched him again.

Finally, the bear, after much fumbling and quiet cursing, had managed to get the tie fastened around his neck in some semblance of order.  He stood up, grabbed his rarely worn fedora hat off of the dresser and planted it atop his head.  He grabbed a sheath of papers and headed for the door, Kit silently watching his back through slitted eyes.

When he reached the door, the bear hesitated, turned and looked back at the boy.  Wordlessly, he spun on his heels and tiptoed over to the cub's bed.  He stood for a moment, knelt, and gently kissed Kit on the forehead.  Then he turned, whistling softly, and was gone.

Kit opened his eyes wide for a moment, then screwed them shut, squeezing a tear out of each.  "G'bye, Papa Bear." he whispered.

Rebecca Cunningham hung up the phone, cursing silently.  Another client wanted same day delivery.  She was beginning to regret that ad she'd placed in the "Gazette" - same day was fine, but when _every_ client asked for it, it was next to impossible to deliver, as her pilot often reminded her.

Molly ran around the room, only her head and the tips of her feet visible in a sea of green wool.  "Look mommy, I'm an airplane!" she squeaked, spreading her arms wide.  Rebecca laughed at the sight.

"Mommy, where's Baloo?" the yellow cub piped, pausing for breath.

"He had an important meeting today, Sweetie.  He had to leave early."

"Mommy, where's Kit?" Molly asked impatiently.

"I think he's still asleep, Molly honey."

"Can I wake him up, Mommy?  _We're_ not asleep!"

"I know Honey, but it's his day off.  Let him rest.  Navigators work really hard.  If you want to be one you'll have to work hard too, and get tired.  So let Kit sleep, okay Sweetie?"

"OK, Mommy." Molly said glumly.

From the top of the stairs, Kit listened, and peered around the corner to see Molly joyfully romping around the room, his old sweater draped over her like a blanket.  Rebecca stopped her work periodically to laugh at the yellow cub's antics.  Kit slipped back into the bedroom and sat on the floor, closing his eyes.

_            "Unless you return the stone, you will never see your friends again!"_

_            "Oh, this is all _my_ fault!"_

Kit choked back a sob, and ran his hand across his eyes, wiping the tears away.  He stood up and walked over to the desk, where he grabbed a pen and paper.

Molly had been playing by herself for a long time.  She was sick of it.  She waited until her Mom was very involved in a telephone call, and quietly snuck up the stairs to Kit and Baloo's bedroom.  She peeked her head in through the door, and was surprised to see that there was no one inside.

"Mom-mee!" she hollered down the stairs.  "Kit's not here!"

Rebecca finished her phone call and walked over to the base of the stairs.  "Who told you that you could go into Kit's bedroom, young lady?  Get down here right now!"

"But Mom-mee!  I wanna play!  Where's Kit?"

With a sigh, Rebecca climbed the stairs and peeked into the bedroom.  Sure enough, the boy wasn't there.  Odd.  Maybe Baloo had decided to take him with to the meeting?  She hoped not - she wasn't sure just how the Child Welfare people would react to _that_.  "I guess he had something to do this morning, Honey.  Here, let me close the window - there's a chill in here."  

The offices of the Cape Suzette Branch of The Greater Usland Department of Child Welfare were located in the old, grey State office building on Suzette Circle, a dead-end street on the outskirts of downtown.  Baloo looked at the outside of the building, that same sick feeling growing in the pit of his stomach that he'd been getting ever since he'd been a boy, where authority figures were concerned.  Why, his old Uncle Moe used to say...

"Concentrate, Baloo!" he mumbled to himself as he found himself daydreaming.  "Don't screw this one up.  Gotta do it for the kid."  With a deep breath, he mounted the steps and entered the building.  

"Pretty grim place." he thought to himself.  "Kinda fits the subject matter, I guess."  He found the building directory and scanned it.  "Child Welfare Services - Fifth floor." he said aloud.  Whistling to relax himself, he pressed the elevator button and waited.

Seemingly hours later, the doors opened and he stepped aboard.  He pressed "5" and the elevator began to slowly creep upwards.  Each floor seemed to pass in it's own eternity, as Baloo began to feel that lump in his stomach growing to sea monster-sized proportions.  A bead of sweat trickled from his brow and he wiped it away absently.  Finally, the elevator reached it's destination.  

Baloo stepped out into a dimly lit hallway.  In a small alocve to his left, a receptionist sat, looking bored, at a metal desk.  It was early and the office wasn't yet busy - most of the doors were open and only a few people milled about.  The big bear nervously approached the desk and removed his hat, which he held in front of him, shifting it from hand to hand.

Without moving her head, the receptionist, a young red bear in her late 20's, turned her eyes in Baloo's general direction.  "May I help you?" she said absebntly.

"Um, yeah, that is...I have an appointment.  With Mr. Bossy.  At 8:00.  In this office.  That is - "

She held up her hand to silence the pilot and looked at a datebook in front of her.  "You're Mr. Baloo?"

"Oh!  Sorry, yep, that's me, ol' Baloo.  King o' the skies, they call me-"

"Yes, Mr. Baloo." she interrupted.  "You're his first appointment.  You may go right in, it's door 512, right over there."  She pointed to an office across the hall.

"Thanks, lady." he said, and shuffled anxiously over to the office.  The door was open, but Baloo knocked anyway.  An officious looking grey elephant sat behind the desk, wearing a brown suit and white and black dotted bow tie.  He looked up, and waved Baloo in.  "Yes, Mr. Baloo I assume?  Come in.  I see you're a few minutes early-"

"I-I'm sorry!"  Baloo stammered.  "I c-could come back, if-"

The elephant smiled tightly, standing to offer his hand across the desk.  "Nonsense.  Please do sit down.  My name is Hugo, Hugo Bossy.  Pleasure to meet you, Mr. Baloo."

Baloo surreptitiously (he hoped) wiped his damp palm on his back and shook Bossy's hand as he sat in the chair.  "Real pleasure, Mr. Bossy, sir."

"May I offer you a cup of coffee?"

"Uh, no, no thanks.  I don't think I'd better right now, just the same."

The elephant sat back in his chair.  "Fine, fine.  Just relax and make yourself comfortable, Mr. Baloo."  Bossy opened a drawer and extracted a file - Kit's, Baloo assumed -  which he set on the desk.  "Let's talk about young Kit.  Quite an interesting boy, wouldn't you say?" he asked, opening the file.

"Oh, yeah Mr. Bossy.  He's a real great kid.  I have some of his papers here, no birth certificate, cause - well, you know, but I got his medical stuff - he got all his shots an' everything, before he started at Cape Suzette Elementary!  Course, he's over at the Junior High School now, I've got some report cards and stuff, but if you need other-"

Bossy smiled again, that same tight, official smile.  He took the papers from Baloo.  "No need to concern yourself, Mr. Baloo.  Certain aspects of this case were - how shall I put it? - seen to before your visit today."  The elephant coughed and awkardly glanced away for a moment.  "Now then Mr. Baloo, why don't you tell me in your own words how you came to be looking after this cub."

Wow- right down to business, Baloo thought.  "Well, Sir, we kinda, well, ran into each other, see, at Louie's - that's a bar-" Baloo groaned inwardly.  "Really a... restaurant, where pilots go, more like it.  I was - refueling there - I'm a pilot.  You knew that, huh?  Anyways, ol' Kit comes in there, and..."  Baloo decided to shorten the story considerably.  "He asked me fer a ride, an' he told me that he had no folks.  Well, I kinda was looking to add a navigator, and L'il Britches was real good with maps-"

"L'il Britches?" Bossy interrupted.

"Oh yeah, that's what I call the kid sometimes.  Anyhoo, he helped me on a job, an' we hit it off real good, and we've kinda been partners ever since."

Bossy looked down at the papers in front of him.  "I'd heard there was considerably more to that story..."

Baloo turned pale.  "Well, I didn't -that is, I thought - "

"Don't worry." Bossy said, shaking his head.  "It's not important.  Tell me, you're a cargo pilot, is that correct?"

"Uh, yep, I sure am."

"Is that a job that provides you with a stable source of income?"

"Oh sure, I work for Becky Cunningham, she pays we a good weekly salary.  I'll be honest, I'm not that great with money but Kit makes up for that, he looks after me..."

Bossy smiled at that.  "I understand that the lad and yourself share a certain fascination with airplanes."

Baloo's face lit up.  Now they were on _his_ turf.  "Oh yeah, Mr. Bossy.  You might say that's what brought L'il - Kit an' me together - at first.  Kit knew everything there was ta know about airplanes.  That really knocked my socks off.  Kid's gonna be an ace pilot someday, I'll tell ya that!"

"Indeed.  Perhaps you could tell me a little about... cloudsurfing."

Baloo turned white again.  "Cloud - cloudsurfing?"

"Yes, I understand that the child slips out of the back of your airplane on some sort of metal board and skims on cloud tops, as he's holding onto a tow rope.  Is that true, Mr. Baloo?"

Baloo wiped the sweat off of his brow again.  "Yeah, but-

"Where did he learn an interesting ability like that?" Bossy asked, glancing up at Baloo as he did.

"I don't...  I honestly don't know.  He knew how when I met him.  It's perfectly-"

"You don't KNOW?" Bossy asked, surprised.

"Kid's got a right to his own life!" Baloo answered, a trace of anger in his voice.

"And I also understand that he spent some time 'cloud surfing' in an airshow with a convicted felon, is that true?"

"I didn't KNOW that rat Daring Dan was a felon!  It was the damn police that let him set up his fool airshow here in the first place.  I told Kit not to go, but he went.  I wasn't - I'm not his father.  It killed me, Mr. Bossy.  It killed me to see him go.  As soon as I found out there was anything screwy goin' on with that airshow I flew to New Fedora and saved Kit from that monster.  AND I delivered Daring Dan to the cops, too - not that they'd keep him off the street for long."

Bossy was silent for a moment.  He clasped his hands together in front of him.  "Mr. Baloo, let me be frank here - why in the world would a man in your position, with your background, want to adoopt a teenager?  Don't you think there are-"

"Wait!  Just listen!" Baloo said, trying to control his temper.  "Don't you be askin' about a 'man in my position'.  Kit an' I are partners.  That boy means more to me than anythin' else in the world.  That's all there is to it.  Kit's been runnin' around his whole life and nobody - NOBODY - " he said pointedly."-ever stopped to really care about him.  Kit an' I, we-we _need_ each other.  It ain't no accident that he bumped into me at Louie's, Mr. Bossy.  It was the most important day in both our lives.  Sure, he's got problems, an' I'm no model father neither.  But we don't care about that.  We need each other."

Bossy stared at Baloo in silence for a moment.  He looked down and made a notation on one of the papers in front of him.  Looking up, he smiled at the pilot.  "I think that's about all I need, Mr. Baloo.  Thanks very much for coming down.  May I keep these documents?  They will be sent to you in the mail after we're done with them."

Baloo's jaw dropped. "Uh, sure, sure, keep 'em.  That's it?  Do I hafta come back, or-"

"No, Mr. Baloo, I don't believe another appointment will be necessary.  I think I've got all the information I need.  We just need to take care of some things on our end, and we'll be in touch with you."  He offered his hand.

Baloo shook the elephant's hand and stood, in a daze, not sure what to think.  Bossy rose, expectantly, still smiling, and Baloo turned and slowly walked out of the office.

"Oh, Mr. Baloo!" the elephant said, just as Baloo stepped through the door.  The Bear turned back towards him.  "Just make sure that tow rope is in good shape.  And watch out for thunderstorms."

Karnage was not going to sleep in any bushes ever again - not for Kit Cloudkicker at least.  Besides, he had paid for a suite at the Takeover Hostel.  He had slipped back to the hotel after his visit to Higher for Hire, returning late the next morning, where he had kept a vigil outside the building.  Unfortunately, the boy had not come or gone from the place all day - and that infernal plane, the Sea Duck, was there.  The boy must be inside.

The red wolf was just considering giving up for a while and getting something to eat when he heard someone approaching.  He crouched farther down into the bushes and peeked through the foliage.  It was that fat buffoon of a pilot, Baloo, dressed in an absurdly unfashionable suit and tie.  No sign of the boy - but the two of them stuck together like sap to a tree.  He settled down to wait.

Baloo walked into Higher for Hire and grinned to see Rebecca and  Molly playing a game of checkers on the floor.  "Whassa matter, Becky - don't tell me YOU finally got tired of workin' all the time?" he asked jauntily, tossing his hat into a corner.

"Very funny Baloo.  Don't keep me in suspense - how did..." she glanced over at Molly.  "IT go?"

"I think it went real well, Beckers.  Guy said he didn't need to see me again - said they'd get back to me soon.  I wasn't sure for a while, but towards the end I think he was trying to tell me somethin'.  Somethin' good."

"That's wonderful, Baloo!  Are you going to tell Kit?"

"Tell Kit what?" Molly asked from the floor.

The adults ignored her.  "I was thinkin' I might, Becky.  It might not be a bad time.  Is he upstairs again?"

Rebecca was surprised by the question.  "No, Baloo - I thought he might be with you.  You mean you don't know where he is?"

Baloo frowned.  "With me?  Heck, I wasn't gonna take L'il Britches down there unless they told me to.  Gimme _some_ credit, Lady!"

"Well, I'm sorry Baloo, but you mean to say he didn't tell you where he was going?" Rebecca asked worriedly.

"No, mebbe he left a note or somethin'..."  The pilot took the stairs two at a time, Rebecca and Molly behind him.  The big bear entered the bedroom and scanned it.  "There!" he said, pointing to a small, folded slip of paper on Kit's pillow.

"Oh, I'm sorry Baloo!  I didn't see it.  I didn't think to look-"

"Don't worry about it Becky." he said, grabbing the paper.  He unfolded it and read it, silently.  He crushed the paper in a massive paw, and hid his face with the other.

"What?  What Baloo?  What does it say?" Rebecca was genuinely afraid now.  The big bear didn't flinch, so she grabbed the paper from his hand and read it aloud.

_"Dear Papa Bear:  Please don't come looking for me.  I've done enough damage   already.           I don't want anyone else to get hurt.  I've decided that I have to deal with things myself - that's the only way.  Thank you for eveything you've done for me._

_            I'll never forget you - ever.  Please give Becky and Molly a hug and tell them I'll miss         them very much.  Tell them I'm sorry I didn't get to say goodbye.  Remember - I'm your navigator.  Always._

_            Love, Kit"_

"Oh, Baloo!" she gasped.  "What - why-"

"Mommy!  What does that letter mean?  Where did Kit go?  Mom-mee!" Molly screamed.  Absently Rebecca scooped the cub into her arms.

Baloo looked as though he were in shock.  "I don't get it!  Why - "  Suddenly, his eyes darted down to the floor.  "What in the world..."

"What?  What is it?'

Baloo bent down and picked something up off of the floor.  He stood, holding a strip of blue cloth.  To her horror, Rebecca realized that it was covered in blood.  She lot out a short involuntary scream, prompting a fit of wailing from Molly.  "My god, what-what is it, Baloo?"

Baloo stared in horror at the sullied cloth.  "Karnage." he said quietly.

"What?  Karnage?"

"It's Karnage's old uniform, Becky.  Or what's left of it."  With a roar of anger, he threw the cloth to the floor and sat on the bed.  Molly wailed again.

"What's wrong with Baloo, Mommy?  What's goin' on?  Where's Kit?"  

"Shhhh!" her mother cooed.  "It's all right Baby, don't worry."  She sat next to Baloo, still holding the yellow cub.  "What does it mean, Baloo?  And the... the blood!"

"It means whatever's happened to Kit, Karnage has somethin' to do with it.  And I don't see how this -' he said disgustedly, pointing at the bloodied cloth on the floor - "Got here unless that rat put it here himself!"  The bear looked around the room in desperation.  "His knapsack - it's gone!  And he wrote that note.....I dunno what happened, Becky, but I'm gettin' an idea.  There's no way, no how Kit did all that and went somewhere with that pirate.  He left on his own."  The bear pounded the bed in anger.  "Stay here, Beckers!" he said, rising and heading for the door.  "Man the phone and the radio, in case he calls in."

But Baloo!" she shouted at his departing back.  "Where are you GOING?"

"Gonna see a man about a boy!" he shouted back.

Outside, Karnage listened and smiled.  So, there was going to be a chase - fine.  Excellamundo!  That much more entertainment value this way.  He slipped away from the window and dissapeared.

Kit's mind was a whirl as he walked the streets of Cape Suzette.  At some level, he had always known it would come to this.  If he could survive on his own at age ten, then he certainly could as a thirteen year-old.  Only this time, he truly would survive on his _own_.  He'd had enough of being a destructive force in people's lives - people whose only crime was to get mixed up with a kid who was bad news.  No, he would survive on his own.  And as for Karnage, well - whatever happens, happens.

He knew he would need to get out of Cape Suzette as quickly as possible.  Baloo would miss him soon, and the word would be out.  The poor sap would probably set the police out looking...

Kit stopped in his tracks and closed his eyes.  No, he would not be able to think about Baloo - not yet.  It just wouldn't be possible.  There was no room for any weakness in the world he was re-entering.  He only hoped he hadn't been softened up too much by the last year of relative comfort...

He avoided the docks and the cargo companies that clustered there - far too many familiar faces.  He knew nearly all of the pilots by name, and they would surely tell Baloo if he came around looking for rides.  He'd become a favorite figure, almost a mascot among their numbers - an arrangement which Kit took with some good-natured annoyance.

Instead, he headed to the airfield, where he was more likely to find a stranger in town for a drop or pick-up.  There were quite a few planes on the tarmac that morning.  Kit slipped neatly over the fence and began snooping around, paying special attention to the cargo planes.  Finally, he found what he was looking for - a sky-blue Conwing L-22 with a friendly flight sign on the fuselage.  He rapped on the hull and listened - the plane sounded empty.  Must have a delivery coming in soon.  The door was locked, so Kit settled down under the plane and leaned against the landing gear to wait.

After about forty-five minutes his patience was rewarded- a truck pulled up and two men got out and began loading crates into the cargo hold.  Kit stayed hidden under the plane until the hold was loaded and the driver left with the truck.  He heard the pilot open the cockpit door and climb in, and slipped out from under the plane.

He rapped on the cockpit window.  The pilot, a tall white dog in a leather flight jacket, rolled down the window with a somewhat surprised look on his face.

"Ride?" Kit asked, trying to sound pathetic.

The pilot looked the boy over.  "Don't meet a lot of travelers in a place like Cape Suzette.  Where you goin', Son?"

"Wherever you are, if it's OK."

The pilot smiled and motioned Kit around to the other door.  The cub climbed in and took a seat in the navigator's chair.  "Thanks." the boy said, stowing his knapsack behind the seat.

"Name's Waldo, Son.  I'm only headed to Grimscape Island, not much of a place, but yer welcome for the ride if ya like."

Kit winced.  Grimscape Island wasn't much more than a transit center for cargo companies.  Not ideal.  Still, he had to be away from Cape Suzette soon, and there would always be another flight out from Grimscape.  "Sure, Mister - Waldo - that's fine.  Thanks again."

The pilot taxied to the runway and took off.  Within moments, they were approaching the cliffs.  The big dog looked over at the boy, who was staring fixedly back at Cape Suzette as it dwindled behind them.  "Whatcha running from, Son?"

"Does it matter?" the cub answered, without averting his gaze.

Mrs. Snarly looked up from her desk to see Baloo walking determinedly towards the elevators. "Mr. Baloo, what may I-"

"Goatta see Mr. Khan." the bear grunted, without stopping.  

"Mr. Baloo, Mr. Khan is busy, you can't -"

"Stop me." Baloo said, pressing the elevator button.

"Security!" she yelled.  Two leopards scurried over and she pointed at Baloo.  Before the cats could arrive, the elevator doors had closed and Baloo was winging his way to the top of Khan Tower.

"Mr. Khan!" she said into the intercom.  "I'm very sorry, sir, but Mr. Baloo is on his way up.  He just plowed right through, sir, before security could stop him.  They're right behind him-"

The elevator doors opened and Baloo stepped out into Khan's office.  He felt none of the usual intimidation - all of this finery meant very little in the grander scheme, as far as he was concerned now.  Khan was seated at his desk, another tiger in an expensive black suit seated across from him.  Khan looked annoyed, to say the very least.  "Mr. Baloo.  You are trespassing, sir, and interrupting a very-"

"I'm sorry, Mr. Khan, but I need to speak with you, urgent-like.  It's about Kit."

The two security guards huffed out of the elevator and into the room and grabbed Baloo by the arms.  "We're s-s-s-sorry, sir, he slipped by us.  Shall we arrest him sir?"

Khan sighed grandly.  "No gentlemen - altough you may rest assured we will undergo a thorough review of our security procedures.  Leave him."  He turned to the other tiger.  "Mr. Sanders, if you could excuse us for just a few moments?  My men will show you downstairs.  I will notify you when I am ready.  I do apologize for the interruption."

"Of course, Mr. Khan." the tiger said obsequiously.  He joined the security guards and they stepped onto the elevator.

Khan stood and turned to face the window, hands clasped behind his back.  "I do not take kindly to unannounced visitors, Mr. Baloo.  This had better be _very_ good."

"It's about Kit, like I said, sir." Baloo said, sitting across the desk from the hulking tiger.  

Khan turned and sat.  "I believe that I was quite clear with you, Mr. Baloo.  I have kept my end of the deal."

"No deals this time, Khanny.  I need a favor, plain and simple."

Khan arched an eyebrow.  "I do not do _favors_, Mr. Baloo.  I am a businessman.  I sincerely hope you are not wasting-"

Baloo interrupted.  "You don't undertsand, sir.  Kit's in trouble."

"What kind of - trouble?"

"I don't know for sure.  I found a bloody piece of Don Karnage's uniform under his bed.  Kit's gone.  I don't know exactly-"

"Karnage?" the tiger said darkly.  He dragged his claws across the desk, leaving a new set of furrows to join the many that already pocked it's surface.

"I don't know exactly what he did, but I know Kit's in trouble.  He might be hurt.  I think Karnage might be after him.  I think Kit sees all this as his fault, somehow, and he's tryin' to keep me and Becky an' Molly from getting hurt..."

"I will help you." Khan purred, an angry scowl crossing his face.  "What is it that you wish me to do?"

Baloo smiled.  "Thanks, Khanny ol' buddy.  I knew you'd come through.  It's simple - the kid's been a loner all his life.  He's gonna try to hitch a plane somewhere, get away from Cape Suzette.  That's what he knows.  You've got more pilots than anybody, Mr. Khan.  They go to every port, every city in the world, almost.  I just need you to tell your guys to keep their eyes and ears open, to let you know if they hear anything about Kit - OR Karnage.  Relay the information to Higher for Hire.  Becky'll get it to me.  I'm gonna be out there lookin' for the kid."

Khan considered.  "Gladly.  If he is out there, Mr. Baloo, my men will find him, rest assured.  And, Mr. Baloo...."

"Yep?"

"If you should happen to come across Karnage in your search, I would greatly appreciate it if you would give him something for me..."

Rebecca sat worriedly at the desk, unable to work, wishing for the phone to ring, or for the telltale static that indicated an inbound radio message.  All she was rewarded with were the persistent cries of her daughter, who was keenly aware that something was quite amiss.  Whenerver the adults said everything was gonna be OK, she knew something was very wrong.

"Mommy!  Where'd Baloo go?  Where's Kit?  I'm hungry!"

"I know, Honey.  Kit and Baloo are fine, they're just - busy."

"I'm hungry!  Can we eat now?"

Reebecca sighed.  It _was_ way past Molly'd dinnertime.  "Wildcat" she yelled.  "Can you come in here, please?"

The mechanic loped in, a rag tucked into his pocket and a greasy wrench in hand.  "Hiya Ree-becca!  Just finished tunin' up the engines, man, they're gonna be purrin' like a little kitten with a big ol' bowl o' milk-"

"Wildcat!" she interrupted.  "I have to stay here and wait for a phone call - can you please take Molly over to Levinson's Diner and get her some dinner?"  She opened her purse and gave the mechanic some bills.

At that moment Baloo burst though the door and headed for the desk.  "Hiya Beckers.  Mission accomplished!"

"What mission's that, man?" Wildcat asked

"Wildcat!  Dinner.  Molly.  Now!"  Rebecca pointed to the door.

"Oh yeah, sorry Ree-becca.  C'mon Mollycat, let's go get us some meatloaf and cherry pie with ice cream."  The mechanic scooped up the yellow cub and headed for the door.  Molly looked back and shot her mother an angry look as they departed.

"NOW Baloo.  Tell me exactly what's going on!"

"Simple Becky.  I got Shere Khan's army o' pilots scanning the skies for L'il Britches - AND Karnage.  They're gonna report back here if they see anything.  You gotta stay here - set up Molly in Kit's bed, whatever.  Anything you hear you tell me right away."

"But - where will YOU be, Baloo?" Rebecca asked.  Baloo sprinted up the stairs, his boss in tow.

Baloo shucked his suit and grabbed his pilot shirt and cap off of his bed.  "I'm gonna take the Duck and go look for the kid.  I'll send a message to all the freelance guys and cargo pilots and just start looking."  He sprinted back down the stairs, throwing on the shirt and cap.

"But Baloo - where will you start?  You have no idea where he is!  Nobody does!"

"SOMEbody does, Beckers.  We just gotta find out who.  I'll head to Louie's first - see if anybody over there's heard anything, and get em all to spread the word.  I'll sleep in the Duck tonight, just in case you need to send me a message.  Stay by that radio!"  He burst through the door and sprinted over to the yellow seaplane.

"Baloo!" Rebecca shouted as Baloo sat down and started the engines.  "What - what do you think's happened, really?  What if... if..."

"I dunno Beckers.  But I'm gonna find that boy if it's the last thing I do!  Stay by that radio!": he shouted, and with that the plane turned into open water, took off and headed towards the cliffs.

Rebecca watched it dissapear.  She turned and walked back into Higher for hire, wiping a tear away as she did.

Baloo cleared the cliffs and banked the plane, headed towards Louie's.  At least _that_ was a place he could find without his navigator.  He took a deep breath and picked up the radio.

"Mayday!  This is a general distress call!"  He paused for a moment.  "Now that I have your attention - This is the Sea Duck, out of Cape Suzette.  This is Baloo.  For anyone who can hear me.. anyone who flies... I need you to help me - to help me find my navigator.  My kid.  He's dissapeared, and he's in trouble.  He's thirteen years-old... brown bear cub, about four foot five, maybe... wearing a green - no, sorry, make that white - white sailor's sweater, red and blue baseball cap...

He's a good kid.  He knows his way around airplanes, he'll be hangin' around airfields, cargo strips...  He'll be lookin' for a lift somewheres.  I don't know where.  Please watch for him.  If you see him lemee know - Baloo, the Sea Duck.  If you can't find me call Higher for Hire, in Cape Suzette, or Louie's, they'll get the message to me!  That's it, I guess..."

Baloo set the mike down and slumped back, dejectedly, in the seat.  Drops of water in an ocean, that's all these efforts were...  The world was so damn big, and the kid could be anywhere.  And Karnage right behind him...

Grimscape Island was a flat, grey expanse of sand, scrub and corrugated iron buildings - warehouses full of cargoes from all over the world, and the nondescript offices of the companies that shipped them.  All in all, it did not present a visage that would entice a visitor to linger long in their stay.  And that was certainly true of the thirteen year-old brown bearcub that had arrived the previous evening.

Kit Cloudkicker had bid his farewell to Waldo and spent an uncomfortable night sleeping on a pile of flour sacks in one of the hulking warehouses that dotted the island.  He emerged the next morning to find a leaden grey sky spitting a light rain, and a chill wind blowing in off of the sea to the west.  

He needed to find a flight out of this place - not difficult in itself, but finding a plane and pilot that was willing to give a young hobo a ride, no questions asked, complicated the situation immensely.  Waldo had told him that he could hang out in the pilot's recreation hall on the island if he wished, but Kit didn't dare.  There was simply too much risk that one of Baloo's pals would be there.

Instead, knapsack in tow, he walked along the rows of warehouses, which all fronted the airstrips that were the lifeblood of the island.  Wet and cold, his sailor's jersey providing little protection against the biting wind, he searched for a plane in preperation for a departure from Grimscape.  

To his surprise, he heard a voice calling his name.  His first instinct was to run, but he was exposed -there was no cover within twenty yards.  The voice called again.  "Cloudkicker?"

Reluctantly, the boy turned.  A pilot was shouting his name, a rugged-looking handsome black bear of perhaps fifty years of age.  He wore a white scarf, which contrasted brillinatly with his black fur, and an old pair of military goggles was perched on his forhead.  "Cloudkicker?  That you, kid?"

"Rudder?!" Kit said in disbelief.

"Yup, it's me!" the bear said, grinning and walking over to Kit. The boy smiled, his first in days, and shook ther pilot's hand.  "Long time no see.  What the heck you doin' here, Junior?"

"Looking for a ride." the cub said sheepishly.  "Boy, I haven't seen you in two years, Rudder!  What've you been up to?"

The bear clapped the boy on the back and nodded towards one of the warehouses farther down the strip.  They started walking.  "You know me Cloudkicker, I go where the wind takes me - the wind and the dollars when I need 'em.  Still flyin' cargo freelance.  How 'bout you?"

The boy looked down.  "Not much.  Kinda the same thing I guess.  I did a little navigating, earned a few bucks-"

Rudder laughed.  "Man, you always were dynamite, Kid!  Flyin' for a livin'at your age!"

"Yeah!  Anyways, seen any of the old gang?  How's Chester?"  Chester was the pilot's younger brother.

"Settled down in Pazooza if you can believe it - started his own guided tour company."  The two bears walked into the warehouse that Rudder had been leading them towards.  "Mostly the crowd still settles in Freeburg - that's where the big camp is, still."

"So, Rudder - I know you don't owe me any favors, but... can you ferry me someplace?  You leaving this rock soon?"

Rudder grinned and clapped the boy on the shoulder.  "Yer in luck,  kiddo.  I got a run in about two hours.  Glad to have the company.  Boy, I can't believe how much taller you got - you're a reed!  That and without that old sweater o' yours, almost didn't recognize you-"

"Where you headed, Rudder?" the boy asked, a look of sadness crossing his face.

"Gotta drop a load of typewriters in Port Wallaby."

Kit closed his eyes and smiled bitterly.  It _would_ have to be Port Wallaby...

The clerk stood behind the counter of Allied International Cargo Services looking bored, a newspaper spread out on the counter in front of him.  The corrugated iron door swung open noisily, and a red wolf walked into the shed.  The rain pattered noisily on the iron roof.

"May I help you?" the clerk, a young doberman, said listlessly.

"Yes,  your pilot - the plane that left just a moment ago-"

"He's a freelance pilot sir, he doesn't work for us."

"Yes, indeed, my fine friend.  This man.  You see, I was pay to deliver an important message to heem, si'?  Unfotunately I arrive here too late, yes-no, just as he leave.  But I am thinking, perhaps I can radio the message ahead to his destination, yes?  And then they can tell him when he arrive.  All will be happy, I will get pay, and pilot will get message.  So, if you will just tell me where is he is going-"

"I don't know, shipping records are classified company documents...." the dog said dubiously.

"Oh, I no need to know what you ship, or to who, yes-no?"  The red wolf grinned toothily.  "Besides, is very important that this pilot get message."  He reached into his pocket and extracted a 20 Bing-Bang Buck note.  "So if you will just tell me where it is he go, it will be most appreciated."

The clerk pocketed the bill.  "Certainly sir, glad to help.  He's flying to Port Wallaby."  He returned to his newspaper.

"Ah!  Grazie, my good man.  Excellamundo!  Now, if you will 'scuse me, I mus' be off...."

Kit sat in the navigator's chair of Rudder's plane, the Albatross, moodily staring out at the ocean below him.  The hum of the engines did not have theire usual calming influence on his soul today. The pilot flew silently, occasionally staring over at Kit thoughtfully.  Finally, he spoke.

"Say, Junior, as long as your sittin' there, can you give me a heading?"

Kit looked over.  "Oh, sure Rudder.  No problem."  He picked up the map and compass on the dash in front of him and spread the map on his lap.  He made a notation with his pencil and checked the compass.  "Turn a one-two-niner degrees, then hold 'er steady."

"Thanks Kid."  Rudder grinned.  "Always did know yer way around a map like a pro, Cloudkicker.  Surprisin' you didn't latch on somewhere, permanent-like...."

"You heard me Baloo!" Rebecca shouted into the microphone of the radio at Higher for Hire."

Baloo's voice crackled from the speaker.  "Grimscape Island?  You're sure?"

"That's what Khan's office said, Baloo.  One of his pilot squad thinks he saw Karnage on Grimscape Island while he was making a pickup.  When he tried to get closer, he lost sight of him."

"No sign o' Kit, though?" Baloo crackled.

"No word yet, Baloo.  Where are you now?"

"I'm about 80 miles out from Louie's, Becky.  This settles it, lady.  No way Karnage is gonna spend any time on Grimscape Island unless he's followin' Kit.  There ain't nothin' else there he'd be interested in."

"Oh Baloo!" Rebecca sighed worriedly.  "What if he finds Kit before you do?"

"Then he'll be the sorriest pirate scum that ever lived after I get my...."  The pilot's voice began to break up, lost in static.

"Baloo!" Rebecca shouted.  "I'm losing you!  What are you going to do now?"

There was a hiss of static for a moment.  "-erstorm.  Gonna go to Grimscape - L'il Britches'll be gone by the time I get there but-.....................ick up his trail........-report back in if I find anything."  The pilot's voice was lost again in static, and this time did not return.  Rebecca set down the mike and lay her head on her desk wearily.

Kit had returned to his study of the seascape below him, as Port Wallaby inched closer.  The pilot turned to speak again.  "So, Kit.  What are you know, thirteen?"

"Yup."  The boy said, without looking over.

"You know, I heard a rumor, a few months back, that you'd hooked up with a cargo pilot outta Cape Suzette, Baloo.  That true?"

The boy jerked his head away from the window, a sad look flashing in his eyes, followed by a hard stare.  "Yeah, I was with Baloo for a while." the cub said, looking straight ahead.

"What happened?"  Rudder asked gently.  "He didn't treat you too good?"  It was an old story.

"No!" Kit said quickly.  "He didn't - look, I'd really rather not talk about it, if it's OK with you."

"Sure Kid, no problem."  The pilot whistled softly as he gently guided the plane.  "You did seem awful anxious to get off of Grimscape Island though."

"Wouldn't you be?" the cub asked.  "The place is a dump!"

"Yer right about that, Junior.  Nothing but sand and warehouses, no place for a bright kid like you."  He glanced sidelong at the boy.  "Kit, I heard you were with Karnage and his gang for a while - true?"

Kit looked down.  "Yeah, I was, Rudder.  I was stupid.  I thought it would be a big adventure.  I didn't know what I was getting myself into."

"How'd you get away from 'em?"

Kit sighed.  "I got - I got some help, and I just sorta ditched 'em."

Rudder whistled.  "Bet Karnage wasn't too happy about that.  That when you ended up in Cape Suzette?"

"Yeah." Kit replied, returning his stare to the sea below them.  It was clear the cub had no desire to continue the conversation.  

They flew in silence for a time, and finally Port Wallaby appeared below them.  Rudder languidly guided the plane towards the airfield and gently brought them in for a feathery landing, his hands - posessor's of thrity-plus years of experience - barely seeming to move on the wheel at all.  He taxied the plane to the end of the runway and pulled to a stop.

Kit reached behind him and pulled his knapsack to his lap.  "Thanks again for the ride, Rudder.  You're a real pal."

"No problem Kid." the black bear said, watching the boy.  "Listen, Son - If you want to, you could hang around with me for a while, I got a pretty busy schedule the next few weeks and I could always use another hand.  Not to mention a good navigator..."

Kit sighed.  "No thanks, Rudder.  I gotta move on."

Rudder reached under the boy's chin and gently pulled his face to look at his own.  "Listen, Kit - If you're in some kind of trouble, I can-"

"No, that's Ok Rudder, I'm fine." the cub said, placing a hand on the pilot's arm.  "Hey Rudder, if you see the old gang, let 'em know I said Hi, huh?  And if you're ever in Freeburg, tell 'em - tell 'em I'm sorry I ever got mixed up with those pirates, OK?  Tell 'em I got away from 'em.  And let them know I appreciate everything."  

The cub gave Rudder a smile, released his arm and opened the door.  He hopped lithely down to the tarmac and started away, giving the pilot a wave as he walked away.  The black bear watched him go, intently staring at his departing form.


	3. Full Circle

                        THICKER THAN WATER

Part III

Baloo returned dejectedly to the Sea Duck.  A cold rain was whipping down, and he had to keep a hand on his pilot's cap to keep it from blowing away.  Now he remembered why he hated Grimscape Island so much - the rain never seemed to stop.

He settled into the pilot's seat of the Sea Duck and closed his eyes.  The trip to Grimscape had been a waste of time.  No one reported having seen the boy, and most of the shipping offices were closed for the day.  His choices now were grim - waste an entire night here and hope he could find someone in the morning who had seen Kit, or take off now, without any clear idea of where to go.

The big bear balled his hands into fists, frustrated.  He longed for nothing more than to be able to throw his arms around Kit and protect him.  Yet he was helpless - that same helpless feeling he'd had when Kit suffered through his sleepless nights, racked by nightmares of a past Baloo was powerless to change.  This was even worse.  At least he COULD throw his arms around the boy, then, for all the good it did - now both were denied even that small comfort.

With a sigh, he picked up the microphone.  "Come in, Higher for Hire, come in.  This is the Sea Duck. Come in, Higher for Hire."

"Baloo?" Rebecca's voice crackled sleepily from the speaker.  "Where are you?"

"I'm on Grimscape, Becky.  It was a dead end.  If Kit was here I can't find anybody who saw him.  I'm takin' off."

"Where are you going?"

"I dunno, Becky, but I gotta get off this rock.  Baloo out."

The sun broke through the low clouds on the horizon in the October sky and shed a little light, if not much warmth, on Port Wallaby.  On one side of the bay, vast stands of tall, gleaming buildings stood, reflecting the early morning sun off of their glass and steel facades - products of the new wave of skyscraper architecture.  On the other side, a series of docks stretched off into the distance, interspersed with hulking old buildings in various states of disrepair.

Kit Cloudkicker hugged his jersey tightly around him and shivered.  He walked along the causeway that fronted the bay, casting occasional glances at the city around him.  Not much had changed in two years - perhaps a few more glittering buildings strained towards the sky, creating more urban canyons which blocked out the sun and channeled the bitter autumn wind.  Men and women in expensive topcoats and furs scurried through the canyons, their destinations in the centrally heated offices that the skyscrapers held.  There was no place for Kit in that world -the city of Port Wallaby was very careful to separate it's different universes, as though an entire ocean lay between them.  Kit was headed for the docks.

Kit had slept at the airfield, inside an old hanger that he had found unlocked.  He rose early, slipped out and headed for the waterfront - the grey world that fronted the harbor on the opposite side.  Perhaps he could find some odd jobs there, working with some of the cargo firms or fisheries, and scrape together enough money to go somewhere else, anywhere else, and have a semblance of a life.  Or perhaps this was as good a place as any to finally confront his past, once and for all.

He stopped to look back at the towering visage of the downtown.  It had none of the vivid, colorful flair of the Cape Suzette skyline.  It fit Port Wallaby - it was cold, unfeeling and ruthless in appearance.  Yes, Kit thought, this was as good a place as any.....

"No Becky, nothing.  I'm about 15 miles out of Cape Filbert, I'm gonna try heading north for a bit, check out some of the ports up here." Baloo shouted into the radio, struggling to be heard over the static.

The radio buzzed for a few moments.  "-that you can do!  Why..............-if I hear anything!" Rebecca's voice cut in and out, barely audible.  Baloo looked around him - terrible weather all about.  It matched his mood.

A voice - a male voice - broke through the static on the radio.  "-ing for Baloo." the voice said.  "I repeat -I'm trying to contact Baloo, on the Sea Duck.  If anyone can-"

Baloo snapped to attention immediately and grabbed the mike.  "This is Baloo!  I repeat, this is the Sea Duck!  Can you copy?  Over."

"I copy." the man said.

"Who is this?" Baloo shouted, the wind and rain buffeting his plane.

"This is Rudder, on board the Albatross.  I have some information that I think you'll want to hear..."

The weather was getting worse as Kit walked along the docks - rain was starting to fall harder, and the bitter wind was picking up, trash and paper tossed about through the air.  He had bought a hot dog from a street vendor and was forcing himself to eat it, although the taste was truly vile -it was his first meal of the day.  Most of the fisheries and cargo services were shut down due to the storm, and their owners were not in a friendly mood.  Kit decided to abandon his plan of looking for work and seek some shelter from the weather.

He gulped down the last of the hot dog and scurried toward a row of buildings opposite the waterfront.  A few scraggly faces stared at him as they too scurried for cover - faces he recognized from his time on these same streets.  They belonged to different people, but the faces hadn't changed at all.  

A bolt of lightning lit up the skyline briefly, followed moments later by a loud clap of thunder that rolled across the bay and shook the windows of the old buildings on the docks.  Kit found an abandoned row house and climbed through a broken window.

He found himself in a decrepit room, the walls largely collapsed and the ceiling ridden with holes.  He was sopping wet - he sat down against one of the rotting walls and water collected in a pool around him.  He shivered, from the cold and sheer loneliness.  From the upper floors, rainwater was seeping down through the holes in the ceiling and dripping noisily to the floor.  A rat scurried across the floor and disappeared.

The cub took a deep breath, closed his eyes and shivered again.  He opened his eyes and slowly surveyed the room around him.  He covered his face with his hands and began, silently, to cry.

Baloo could hardly believe his ears.  "Go ahead!" he shouted at the radio.  "I hear you!  What information have you got?"

"Mr. - Baloo.  You're the fella that's looking for Kit Cloudkicker, that right?"

"Yeah!" the big bear shouted.  "D'you know where he is?"

"I have to ask you, Baloo." the voice said in a cautious tone.  "What do you want with Kit?"

"What's it to you?" Baloo yelled angrily.  "Listen, if you know where he is-"

"Look!  I gotta know why you want to find Kit.  We go back a long ways, Baloo."

A long ways?  Who _was_ this guy?  "Look, Mister - Mister - "

"Rudder."

"Look, Rudder...  I don't know who you are.  But Kit's my kid.  I been looking after him for the last year and he's in some kind of danger.  D'you know where he is or not?"

Rudder continued, strangely hesitant.  "Baloo, the thing is, we have a kind of code, you know?  Travelers, I mean.  Some people call us hobos.  We don't ask too much and we don't tell anything we ask.  Kit's a good kid and I wouldn't want to rat him out.  Only... Kid's had it pretty rough his whole life, ya know?  If he's got a shot at somethin' better..."

"What?" Baloo shouted, desperate for the man to feed him information.

"Look, usually I wouldn't think of tellin' you anything, but...  I picked the kid up on Grimscape Island.  I'd heard Kit hooked up with you a while back.  And when I mentioned you to the kid, he got kind of a funny look.  Almost like he was gonna cry, you know?  And, I kinda got the feelin' that he was in trouble.  He's a tough kid and he didn't wanna tell me, but somethin's wrong, the more I thought about it the more I knew it.  I just figured it would better if you knew."

"Where is he?  I'll go after him right now!"

"I dropped him in Port Wallaby yesterday.  I offered to let him tag along with me, but he didn't want to, said he had to-"

"Port Wallaby?" Baloo asked, a sinking feeling in his stomach.  Why would Kit go back there, now, of all times and places?  "I never been there, Rudder!  I'm somewhere north of the Filbert Islands, maybe fifty miles.  Weather's terrible here.  Where the heck is Port Wallaby?"

"You're only about two hours flight away, Baloo.  Look on your Usland aviation map 27-12, it's almost due north of your current position."

Baloo frantically searched for the map.  27-12, where was it?  Of all the times not to have his navigator...  "Listen, Rudder. Thanks for everything.  I'm gonna head straight there and see if I can track down the kid."

"Yeah, good luck Baloo.  Try the docks, that's where he'll probably end up.  Listen - take good care of Kit, Baloo, or I'll come lookin' for ya myself and kick your tail!  You got that?"

Baloo smiled slightly.  "Got it Rudder.  Baloo out."

Kit wasn't sure how long he had been asleep, but when he opened his eyes the room was dark. He could hear the rain pelting the roof far above him, and the drips as they found their way to the floor.  But something else had woken him....

There it was again!  A movement, not a rat but something much larger.  "Well, what have we here?" a voice said from across the room.

Kit looked over and saw three pairs of eyes shining in the dark.  As his eyes adjusted to the dim he could make out their bodies as well - three young lions, perhaps in their teens.  They slowly advanced on him.

"Who the Hell are you?" one said disdainfully.

"Yeah, this is our turf, midget.  Anybody who trespasses is gonna get hurt!"

Kit had seen their kind before - street punks, who improved their standard of living slightly by abusing those even more helpless than they were.  He stood.  "Sorry guys." he said, no fear in his voice.  "I didn't know - I'm new in town.  I'll just get out-"

"I don't think so." the largest cub said, blocking Kit's path.  "I think we'd better teach you not to make the same mistake again."

Kit had evaded far more serious attackers than these before.  In a blindingly quick movement, he shot under the lion's arms and across the room and leapt through the window where he had entered.  One of the lions started to give chase.

"Forget him!" the leader snarled.  "He's not worth chasing on a night like this.  If we see him around we'll make sure he remembers us."

Kit ran through the rain for a few moments, then stopped, hearing no pursuers.  He bent, hands on knees, and caught his breath.  The rain continued to pelt down steadily.  He looked around him.  He was at the waterfront, and could just make out the hulking form of the cannery in the darkness.

He was exhausted.  His body demanded sleep.  The cub considered just dropping to the sand and lying down, but the rain was incessant.  He took a few deep breaths, coughed up rainwater.  He strode towards the inky bay, and stopped.  There was no other way.  He was going to have to sleep under the pier.

He took a few steps out.  The pier was even more rotted away than it had been three years before - there were large gaps where the rainwater pelted through.  In the dim light he could make out a few huddled forms, here and there.  He closed his eyes, but that was worse - the stench was as awful as he remembered it, and was his only sensation.  He felt as though he had never left.

With a sigh, he opened his eyes and located a relatively dry patch of sand.  He shuffled over to it, lay down, and fell almost immediately into a dreamless sleep.

Baloo wrestled the Sea Duck through the rain and looked desperately for the Port Wallaby airfield.  It had been a struggle even finding the city - Baloo was never great with maps to begin with.  After finally finding the map Rudder had told him to use, he'd headed for Port Wallaby as best he could, only to find that he was more than thirty miles off course.  He circled back and finally found the city, but in the fog and steady rain the airfield lights were invisible.

Finally, he gave up and decided he'd just land the plane on the bay itself.  He looped around and came in low, looking for a suitable spot.  There was a long line of docks along the shore - similar to what Baloo had seen in countless other ports around the Pacific.  That would be where the cargo firms and shippers were - they and the pier that Kit had told him about those few days that seemed like years ago.

He splashed the Sea Duck down and skimmed the surface of the water.  After a moment he found what he was looking for - an unoccupied dock - a little dilapidated, but adequate under the circumstances.  He brought the yellow seaplane to a stop and climbed out onto the dock.

The rain was spitting down - lighter now, but still an annoyance.  The air was chill and stank of dead fish and sewage.  He looked out across the water, and saw the lights of the skyline glimmering through the mist.  No help there.  He turned, faced the other way.  The bay curved, the small docks and outbuildings dotting the shore.  Perhaps a quarter mile down he saw a large building.

The cannery.  And behind that, a barely visible line stretching out into the water.  The pier.  He jogged to the end of the small dock and began running along the causeway that lined the water.

At first, Kit thought he was dreaming again.  The sense of rousing from sleep, the first sensation the rotten stench in the air, the second the sight of two eyes shining in the dark.  Then he opened his eyes fully and realized he was not asleep - he was not leaning on the old bobcat, and the eyes were not those of the croc.  He sat bolt upright.

"So, my boy.  You have led me on the merry chase, yes-no?"

Karnage.  Kit was not surprised, somehow.  He had known on some level that it was going to happen.  He had been right to leave Cape Suzette - at least he knew that now.  At least I won't have to spend another night in this hell, he thought to himself.

Baloo paused for breath - it was the most running he had done in years.  He spotted three young lions clustered outside one of the buildings across the causeway.  He jogged over to them. "Hey!  I'm lookin' for a brown bearcub, about thirteen years old.  Seen 'im?"

The largest lion laughed.  "Hey Fatso, where's the fire?  You look like you could use a nap!"

Baloo grabbed the youngster by the front of his jacket and lifted him off the ground.  "Listen, Ace!" he growled in the cub's face.  "I asked you a question and I want an answer!  Have you seen that kid or not?"

"Yeah, yeah, take it easy!" the cub stammered as the two smaller cubs looked on in astonishment.  "He-he headed towards the cannery awhile back, I ain't seen him since!"

"Thanks a lot." Baloo snarled and roughly dropped the boy, turning to head towards the cannery.

"Man, everybody's lookin' for that kid tonight!" one of the lions said behind him.

Baloo turned and stared at the boy.  "WHAT did you say?"

The red wolf flashed his teeth at the cub as the light rain pittered down on the wooden planks over their heads.  "So, boy - I could have kill you where you sleep, yes?" he said, his breath visible in the chill night.

"Why didn't you?" the boy asked in a disinterested tone.

"Why, what fun would tha' be, little one?  You would never even have seen the blow coming!  What way is that for a noble buccaneer to dispatch a foe?"

"What do you want, Karnage?" Kit asked, standing.  "I'm tired - it's been a long day.  Let's get to the point."

Karnage was taken aback by the reply.  "Why, only you dead, boy - only you dead."

Kit's eyes darted around, surveying his options.  Karnage blocked his way out to the street.  Kit could see now as his eyesight adjusted that the pirate had a small sword strapped to his belt.  His only other option was to retreat, towards the water.  Kit felt that he had run from Karnage long enough.  That wasn't going to be his choice.

Karnage placed his paw on the hilt of the sword.  "Well, boy?  Have you nothing to say before I extinguish your miserable existence?"

"Only that I'm sorry that I ever followed you - that I ever called you Captain.  I disgraced every friend I ever had the second I stepped on your ship.  It would have been better - for everybody - if you'd killed me right then."  The pirate slapped Kit backhanded across the jaw, causing a trickle of blood to flow from the cub's mouth.  The boy steadied himself and stared disdainfully at the wolf.

"Well, boy-" Karnage sneered toothily, "It is never too late to right a wrong, yes-no?"  He placed a hand on the sword.  "I owe you no honorable death, Cloudkicker - I shall make it nice and slow so that we may _both_ enjoy it, yes?  Excellamundo!"

The boy knelt, head down, as if preparing for the blow.  In a flash he uncoiled, hurling a handful of sand in the pirate's face.  Karnage sputtered back a stride.  Kit darted under Karnage's sword arm, but the pirate reached a leg out and tripped him up.  Kit landed on his back, and Karnage, coughing, placed a boot on the boy's chest and pressed down, hard.  The cub screamed in pain, as the few others under the pier looked on dispassionately.

"Well done, puny one!  It is good that you should fight for your life, no?  It is so much more sporting.  Now perhaps you will grovel for it, yes?"

Teeth clenched, eyes clasped shut in agony, the boy forced air into his lungs.  "Never." he whispered.

Karnage looked disappointed.  "Very well then.  It appears our game has been played to the final move.  Now it is checkmate, yes-no?"  He reached for his sword.

"STOP!" a voice bellowed from behind Kit.  The wolf looked up, keeping his foot on the cub's chest, relaxing the pressure slightly.  Kit tried to turn his head, but was unable to see what was happening.

"I am no' believing this!" Karnage cried.  "The fat furry pilot?"

"Noooooooo!" Kit wailed, his voice filled with despair.

"This ain't funny anymore, Karnage." the bear snarled.  "I've played with you enough.  Now you've pushed me too far."  He advanced on the wolf.

Something in the bear's manner clearly disquieted Karnage.  He stepped off of Kit's chest, took a step backward, hand on the sword.  "So kind of you to join us, Baloo.  Now I can have two for the pricing of one, yes?" he said mockingly.

"I'm tired of your silly talk, I'm tired of your attitude, and I'm tired of YOU!" the bear growled.  With astonishing speed he sprinted at the pirate and leapt in the air.  Karnage had only time to raise the sword before the bear landed on him and crushed him to the sand.

Kit rolled over onto his side, the agony in his chest receding slightly.  He wheezed, trying to draw air into his lungs, tears rolling down his cheeks.

The bear and the wolf wrestled, and rolled over as one towards the water.  They stopped, the bear on top, waves of sea water rushing over them.  Karnage freed his right paw and brought his sword back, growling, but Baloo grabbed his wrist, the two locked in a tug of war, the bears strength gradually winning out.  Finally, the bear leaned over and savagely bit Karnage on the hand, prompting a scream of agony from the pirate, who dropped the sword.

Baloo snatched the sword and backhanded the pirate on the cheek with the hilt.  He stood, raised the sword, and stared down at the wolf, who braced for the blow as Kit watched, panting, propped up on one elbow a few yards away.

Baloo stood, breathing heavily, then took a step back.  With a grunt of exertion, he heaved the sword like a discus, far out into the water, where it splashed and sank.  He grabbed the pirate by the scruff of his shirt with both hands and lifted him to his feet.  "Now it's just you and me, Karny.  And I'm in a real bad mood."  He reared back and viciously punched the pirate in the jaw, causing the wolf to stagger back several paces and fall, stunned, with a splash.  Baloo stepped after him.

As the pirate tried to crawl away, Baloo grasped him by the collar, pulled him upright and punched him in the stomach.  Karnage doubled over in pain.  "Now you listen, Karnage, and you listen good.  I don't give a damn what you do to the other pathetic thieves you call pirates.  I don't care about your pirate empire, or your army, or anything else.  You kin play your games out there and no interference from me.  But I've had it with you makin' life tough for my kid.  When you attack him, you attack me.  And I am NOT someone you want angry, Karnage.  Believe me."  He brought his elbow down on the back of Karnage's neck, and the pirate fell, bleeding and nearly unconscious, to the surf.

"I don't expect to see you in Cape Suzette again, Karny.  I don't expect you to bother Kit Cloudkicker ever again.  From now on that boy is off limits.  If you decide to cross me again, I'll make sure you remember the next time a lot longer than this one."

Panting, the bear stepped back, as Karnage tried to pull himself up onto his knees.  "Oh, I almost forgot, Karny.  Mr. Shere Khan asked me to give you something."  He reached into his pocket and pulled out an envelope.  "I don't know what he says in here, Mr. Karnage, but I can tell you this.  That is one angry tiger.  I think he may be almost as angry as I am, and I don't have five thousand military-trained panthers working for me.  You crossed the wrong guy there, Karny.  I'd think real careful about gettin' anywhere near him again."  

As Karnage managed to prop himself on his elbows, Baloo kicked him across the face.  The wolf fell back, unconscious.  Baloo bent over and stuffed Khan's letter into Karnage's pocket.

He turned and looked back for Kit.

The cub stood, stunned, a thin trail of blood snaking down his chin.  He had never seen that kind of anger or aggression from the big bear before - nothing even close.  Both bears stood, panting, staring at each other for a moment.  Then Baloo walked over to the cub and pulled his head to his chest, and they stood, for a short while, saying nothing.  They turned, and walked out from under the pier and towards the Sea Duck.

They walked in silence, exhausted and in pain.  After a few moments they reached the dock where Baloo had landed the yellow seaplane, and he led Kit out on the water.  They entered the cockpit and both bears strapped in, saying nothing.  Baloo gunned the engines and turned the plane out towards open water.  The rain had stopped, and a few stars were peeking out from behind the cloudy sky.

The Duck soared into the air, and Baloo, not even checking his heading, turned it in a generally southerly direction.  They flew in silence for a few moments, Kit looking down as the lights of Port Wallaby slowly faded into the distance.  He unbuckled, stepped over to Baloo's chair and wordlessly buried his face in the pilot's chest, sobbing quietly.  The bear wrapped his arm around the cub, and they flew southward, saying nothing.

Finally, after they had held that pose for so long that Baloo was certain Kit was asleep, the boy shifted, and peered up at Baloo's face.  "Why do you keep coming back?" he rasped, sounding angry. Baloo reached for his handkerchief and wiped the blood off of the cub's face.

Kit pushed himself away and sat on the armrest of the navigator's seat.  "Karnage could've killed you!  It was _me_ he was after!  Don't you understand?  It's always me!  Why do you always find me?  It would have been better if - if you'd just let it happen."

"Naw, YOU don't understand, Kid!"  It was Baloo's turn to be angry now.  "Why can't you get it through your stubborn head?  I don't CARE!  I don't care about Karnage, I don't care about air pirates, or anything else!  I care about you!  I ain't leaving!  Why can't you get that through your thick skull, L'il. Britches?  I ain't leaving!  You hear me?  You're stuck with me!"

Kit began sobbing again, loudly this time.  "But Baloo-"

But NUTHIN'!" the pilot roared, smashing his fist down on the console.  "I can't change anything that's already happened.  I wish I could, but I can't - and neither can you.  All I can control is the present, and I mean to make sure I do.  I'm always gonna be there, Kid, from now on - and nobody's gonna stop me.  Not Karnage, not Shere Khan, not some snot-nosed government agency, and not you either Kid!  Whatever you think you did, whatever punishment you think you deserve, I don't care.  It just don't matter. I can't make you forgive yerself for stuff that ain't your fault.  All I can do is be around, every time you're in trouble.  Every time you need me.  You're stuck with me, L'il Britches."

Baloo huffed, winded after his uncharacteristic show of anger.  Kit sniffled a few times, and wiped his eyes.  He sat back in his chair and strapped back in.  "H-how'd you find me?" the boy snuffled.

"Yer pal Rudder told me where you were.  He did it for your own good, Kid.  He's a good friend."

Kit smiled weakly.  "He sold me out!  That's a violation of the code.  I'll have to chew him out, next time I see him."

They flew in silence for a few minutes.  Kit drew his legs up and curled himself into a ball on the seat.  "I'm so tired, Papa Bear.  I gotta sleep for a while.   Can you find Cape Suzette without my help?"

Baloo glanced over and grinned.  "Sure can, Kid.  Get yerself some shuteye."

"Wake me when we're home." the cub mumbled, nearly surrendered to sleep.

"Sure will Kid, sure will." Baloo said softly.  He waited until the boy was sound asleep and picked up the radio.  "Come in Higher for Hire.  Come in.  This is the Sea Duck."

"Baloo?" Rebecca's tired-sounding voice crackled across the airwaves.  "What's happening?  Where are you?"

"Mission accomplished, Beckers." the pilot answered, smiling.  "See ya in a few hours."

Rebecca was asleep in the big chair at Higher for Hire when the roar of the Sea Duck's engines cut through the early morning quiet.  She shook her head, trying to get the cobwebs out, and stepped out into the bright sunrise just as the engines cut and Baloo popped open the cockpit door.  Wildcat peeked his head out from the shed and smiled.

Baloo stepped wearily out onto the dock, and reached back to help a very sleepy Kit down.  Bear and cub walked towards the buildings, and Rebecca greeted each with a hug.  Both bears were exhausted, and neither said much as they walked into the building.  

Rebecca grabbed Kit by the shoulders and spun him round gently, and leaned over to face him eye to eye, a task, she noticed, that seemed to be getting easier with each passing week.

"Don't you EVER do anything like this again, young man!" She said quietly, desperately, a tear in her eye.

Kit said nothing, but hugged her tightly to him for a long moment.

"You look awful!" she half laughed as they separated.

"Thanks a lot!" he said sleepily.

"And as for you, Baloo..." she wrapped her arms around the pilot's neck and kissed him on the forehead.  "I knew you'd bring him back." she whispered.

Kit started up the stairs.  "I gotta sleep some more guys, I'm dead."

"Oh Kit, Molly's sleeping in your bed, you'll have to share." Rebecca called after him.

"No problem!" the cub called back down.  "I could sleep on a pile of rocks in a thunderstorm right now!"

"Yeah, me too Beckers, I'm beat!" Baloo said, starting after the boy.  Rebecca put a hand on his arm, and he waited.

"Night!" Kit called as he entered the bedroom.

An exhausted Baloo looked back questioningly at Rebecca.  "What about Karnage?" she asked.

"I don't think we'll see him around here again, Becky.  Not if he's got a shred o' brain in his head."

"Thank God for that, Baloo.  I only hope you're right.  And Baloo - I thought you'd want to see this."  She reached into her pocket and pulled out a telegram.

Kit pulled the shade down, as the light of the early morning was beginning to creep into the bedroom.  He slipped out of his jersey and fell back on the bed, exhausted.  Molly lay on the bed, clutching Lucy tightly to her chest.

"Kit?" she mumbled sleepily.

"Hi Pigtails." he said, without looking up.

Molly propped herself up on one elbow and looked at him.  "Where did you go?" she asked accusingly.

"I went on a little trip, Kiddo."

"You made Mommy and Baloo worry about you!  You shouldn't have gone."

Kit rolled his head over and stared at the yellow cub.  "I know Molly.  I'm sorry I made you worry.  I was thinking too much about myself."

The girl seemed satisfied with that answer.  "Well, I'm glad your back!" she said, giving him a hug.

"Me too, Kiddo." he answered, hugging her back.  "Me too."  Within a moment, he was asleep.

"Why Louie's?  Why today?"  Kit asked, as the Sea Duck winged over the blue Pacific towards the ape's place.  He wore Baloo's dusty old bomber jacket over his jersey.

"Hey, Kiddo.  We been back three days, catchin' up on deliveries.  I just thought we oughta let our hair down a little - you know, relax."

"I guess." the cub said, closing his eyes and taking in the feeling of the Duck's engines as the vibrations moved through his body, the drone soothed his ears.  He looked over at Baloo.  Everything felt perfect.  He'd never thought he'd be in this seat again.

"Thought you were gonna sleep for a week when we got back, L'il Britches!" Baloo teased as Louie's Place appeared on the horizon.

"Hey, YOU try sleeping on flour sacks and under piers for a few days and see how well YOU like it!" the cub shot back.

"Not me.  No sir, you'll never catch ol' Baloo more'n a few feet from a cozy bed, that's my motto!"

Baloo eased the plane down to the water and parked her at the floating pier.  He disembarked and helped the boy down from the cockpit.  He grabbed Kit by the hand and led him towards the front door as Louie's simian helpers descended on the Sea Duck.

"What's yer hurry, Papa Bear?"  Kit asked as the big bear hurried him along the pier.  Baloo sure seemed wound up today...

"Just hongry, L'il Britches.  Ain't eaten for almost an hour.  Let's get on in!"

Baloo opened the bamboo door and gently shoved Kit in ahead of him.  "What are-"

"SURPRISE!" a bevy of voices shouted as the boy appeared.

Kit's jaw dropped.  "What - what's going on?  Baloo?"  Kit looked around the club - Rebecca, Wildcat, Molly, and a host of other familiar faces smiled cheerily at him.  There was Wiley Pole, and Buzz.-

"Surprised, Kid?"  Baloo wrapped an arm around Kit tightly and half carried him to the bar, where Louie stood grinning at them.

"Well - yeah!  But- but what's all this for?  It's not my birthday..."

"Only THIS, kid..."  Baloo pulled a slip of paper out of his pocket and handed it to the boy.

"What-what is it?"

G'won, Britches.  Read it, so's ever'body can hear!":

Hands shaking, Kit read the telegram in front of him:

_Dear Mr. Baloo:  This telegram is to notify you that as of October 22nd, 1938 you have officially been granted legal custody of the minor male Kit Cloudkicker.  He is officially your son in the eyes of the Government in all matters of legal and official standing, bearing with it all of the responsibilities and duties so entailed by law._

_            Congratulations to you both.  The Cape Suzette Department of Child Welfare        wishes the utmost happiness to you and your son in the future._

_            Sincerely,_

_            Hugo Bossy_

_            Child Custody Specialist_

_            "Cape Suzette - We care about our kids"_

Kit dropped the telegram to the floor in shock, as silence gripped the boisterous group of friends in the room.  The cub reached out for Baloo, who grabbed his hand.  The boy pulled himself into Baloo's arms and the two embraced, as the crowd in the room wildly cheered.

"Man, it's enough to make an old ape cry!" Louie shouted.  A monkey swung across the bar on a rope, unfurling a banner which read "Congrats, Father and Son!" behind him.

Kit held Baloo tightly for a long moment.  Finally he looked up. "Why -why didn't you tell me?" he asked.

"Hey, after that wild goose chase you led me on, kid, I figgered you had it comin'!  Besides-" he gestured around the room, "I wanted to share this with everybody."

Rebecca walked over to Kit and enveloped him in a hug.  "Kit, I'm so happy for you!  Now you never have to worry about having a home again."

"I wasn't worried!" he smiled up at her through a stray tear.  "Not as long as you were around."

Louie climbed up on the bar.  "Man, I never thought I'd see the day you'd be a Daddy, Big Daddy!" he laughed at Baloo.  "Now I done seen everythin'!  How bout a speech from the new Papa?"

"Speech!  Speech!" the crowd chanted.

Baloo waved Louie off, but the crowd kept chanting, so he finally relented.  He waved for silence.  "You guys know, I ain't much of a talker-"

"HA!" Rebecca yelled.  A huge roar of laughter erupted from the group.

"Awright Beckers, maybe I am."  Baloo laughed.  "But I ain't much of a talker when it comes to feelings, and stuff... but I feel like I aged ten years since I met this boy!" he said, gesturing at Kit, prompting a chuckle from the crowd and an embarrassed smile from the boy.  "He ain't made it easy for me.  But I've had the best year o' my life.  Kit's the best thing that ever happened to this sorry ol' bear.  He's the best navigator, the best friend, and the best son a guy could ever have.  Here's to Kit Cloudkicker!" he said, raising his glass.

"Kit Cloudkicker!" the crowd shouted.  The bear and cub hugged.

"Now you, Shortstop!" Louie yelled.  "Speech!"

"Speech!  Speech!" the crowd yelled again.  Baloo lifted the very embarrassed cub onto the bar and waved the crowd to silence.

"Uh... I kinda don't know what to say..." Kit stammered.  He glanced into the crowd and caught Rebecca's eye, and she smiled reassuringly.  "Well... I guess I just wanna say... thanks, everybody, for throwing this neat party, an' everything.  I'm sorry - I'm sorry I haven't been a little bit easier to be around, all the time...

I guess I just wanna say Baloo believed in me, and nobody ever did that before.  If I'm anything better today than I was when I was a street rat, it's because of Baloo.  I never - I never really wanted anything, since that first day I dropped by Louie's-"  the crowd laughed at that - "except to be with Baloo, forever - for him to be my family.  My Dad.  And Rebecca, Molly, Wildcat - I love all of you guys.  I never thought I'd ever have a home, and you guys made it a home for me, right from the start."

He turned to Baloo.  "This is the best day of my life, Papa Bear.  I don't know why I'm here today, but I'm glad I am.  You're the best.  The best pilot, the best friend, and the best - Papa Bear in the world.  Always, Baloo!"  He raised his glass.

"Baloo!" the crowd shouted, raising their glasses.  Baloo helped Kit down off of the bar and they embraced again, to another round of applause.  Louie raised his hand and the band started playing.  

The crown began to mill about and offer congratulations, handshakes and hugs to the father and son.  A cake was brought out - a huge airplane-shaped pastry with yellow frosting - and Baloo and Kit cut the first piece to great applause.  Rebecca began handing out slices to the crowd.

"Hey, Cuz!"  Louie tapped Baloo, on the shoulder.  "It's yer party!  I think you cats oughta favor us with a song, whaddaya say everybody?"  The milling crowd cheered wildly.

"Whaddaya say Kid - wanna join yer ol' man and belt out a tune?" Baloo smiled down at Kit.

"S-sing?"  Kit stammered.  "I don't think so..."

"C'mon, Sonny Jim!" Louie goaded.  "How many times do ya become a son in yer life?  Get up there!  Ol' Louie'll help ya along!"

Baloo smiled expectantly at Kit, who looked around helplessly.  Finally he shook his head resignedly  "'I'm Gone?'" he asked Baloo.

"_We're_ Gone!" the big bear answered.  The bear and cub strode through the parted crowd to the stage.  Baloo leapt up and lifted the boy after him.  Baloo gestured to the band.  "Maestro?"

The band began a rollicking Caribbean beat.  Baloo danced wildly around the stage as Kit smiled embarrassedly.  Finally, the boy began moving his feet and the bears started to sing.

            _"When life down here's, a thunder-head, we take off! For the air..._

_             We soar above, the madding crowd, with-out a single care,_

_             Oh we're not ones, to stick a-round, when trouble starts to brew.."_

_"So see you, later, Navigator!" Louie belted out._

_            "We know just what to do!_

_             We're gone!"_

_"They're gonna fly!"_

_            "We're gone!"_

_"Adios, bye-bye!"_

_            "Don't trouble us with troubles, man - we're gone!"_

_"Oh yeah, they're gone!"_

_            "We're gone!"_

_"Wait a minute!"_

_            "We're gone!"_

_"Just a minute!"_

_            "We love to be a-bove it all, we're gone!"_

_"Ooh-ooh, they're gone!"_

_The two bears and the ape danced wildly as the band continued to play._

_"Lay it on me jack!" Baloo shouted._

_"Take the wing, Bing!" Louie sang._

_"Pull the chock, jock!" Kit wailed._

_Baloo and Kit linked arms on stage for the grand finale._

_            "We started out, both on our own, a pretty lonely pair!_

_             And then one day, we both lucked out, and found someone to care!_

_             Now just you try, to split us up, we're partners through and through..."_

_"Now he's your Pater, Navigator!"_

_            "We both know what to do!_

_            "We're gone!"_

_"They're gonna fly!"_

_            "Solid gone!"_

_"Adios, bye-bye!"_

_            "We're partners through and through it all,_

_             Winter, summer spring or fall,_

_             Together, man, We'll have a ball, we're gone, gone, gone!"_

The crowd erupted into wild applause.  Louie laughed uproariously and slapped the two bears hands.  "Oh man, Cuz, that was great!  You keep that boy hangin' round here, Big Daddy, I'm gonna teach him to walk like me, talk like me..."

"That's my boy!" Baloo yelled, giving Louie a hug.  Kit jumped off the stage and did a little jig with Rebecca as the band continued to play.

The party had settled into a sort of sustained frenzy a while later, and Baloo and Kit found themselves seated at a table by themselves.  Baloo took a slurp of his drink and eyed Kit cagily.  "Say, L'il Britches - howzabout a sip of my Vesuvius Rum Punch?"

"Baloo!" Rebecca admonished from the next table.

"Hey, Becky!  Can't a guy let his son take a sip o' rum on a special day like this?"

"Gee Baloo, can I really?" Kit asked with a slight blush.

"Sure Kiddo, go ahead.  Just this once."  The big bear offered his glass to Kit, who tentatively raised it to his lips and took a small sip.  This was followed by a bout of feverish spluttering and coughing, leaving most of the drink on Baloo's shirt.

"Serves you right."  Rebecca muttered from the next table.

Baloo looked down at his shirt and sighed.  "Here I was, thinkin' I could adopt a thirteen year-old and avoid the whole spitup thing...  Just don't expect me to feed ya' at three A.M., L'il Britches!"

"Sorry Baloo." the cub coughed.

"Don't worry 'bout it Kiddo!" Baloo laughed, clapping the boy on the shoulder.

Kit looked up at Baloo.  "Who would've believed it Baloo?  You and me  -father and son.  Talk about a couple of misfits!"

"Oh, I dunno Kid.  Way I see it, we're perfect for each other.  You had to grow up when you shouldnt've had to.  I never did grow up, even when I should have.  Perfect fit."  He smiled and grabbed Kit's paw.  "It's OK to be a kid now, L'il Britches.  Let me be the grown-up, OK?  Do we have a deal?"

Kit looked long and hard into Baloo's eyes.  "Wellll.... OK.  Deal!"  He reached across the table and playfully cuffed Baloo on the neck.  "I'm gonna go ahead and stick with Papa Bear, if it's OK by you, Baloo."

"Sure Kid - never thoughta myself as "Dad" anyways!"  He raised his glass.  "To the future!"

"To the future!" Kit echoed, glass raised.

"Hey, we can't forget about presents!" Rebecca called out.

"Presents?" Kit asked.

"Sure!  It's a party isn't it?  Who's got a present?  Wildcat?"

Wildcat stepped over.  "Oh yeah, man.  It's not, like, a party without presents, man!  Happy Birthday guys!" he handed Baloo a box.

"Uh, Wildcat-" Kit began.

"Don't bother, Kiddo." Baloo said, ripping the paper off the box.  Inside was a scale replica of the Sea Duck, perhaps a foot in length, made entirely from scrap metal.  "Wildcat, this is really neat!" Kit said, grabbing the plane from Baloo.

"Yeah man, I made it in my workshop, from all the leftover pieces when I rebuilt the engines last week man."

"Leftover pieces?" Baloo asked worriedly.

"My turn!"  Louie shouted.  He handed a box to the cub, who ripped off the paper.  Inside were two floral print shirts, one Baloo-sized and one Kit-sized - each an identical replica of the one Louie was wearing.  The two bears laughed uproariously.

"Yeah Cuz, I figgered if you boys was gonna be partyin' together at Louie's as father and son, you may as well look da part, jack!  And dat's some serious style, man!"

"Thanks, ol' buddy!" Baloo yelled, clapping the orangutan on the back..

"Yeah, thanks Louie!"

"Last but not least...." Rebecca said, bringing out two boxes.

"Miz Cunningham!  From you?"

"Sure, Kit.  I couldn't let this night go by without a little something to show you boys how I feel.  Here Baloo, you first!" she handed the big bear a small package.

He ripped the paper off and opened the box.  Inside was a book.  "'The Single Father's Guide to Coping With a Teenager'.  Pretty neat Beckers!"  The room erupted in laughter as Kit's face erupted in red.

"Now you, young man.  This is from Molly and myself."  Rebecca said and handed Kit a box.  He slipped the paper off and opened the box.  He stared down, speechless.

"I helped!" Molly yelled.

"Watcha got, L'il Cuz?" Louie asked

"Oh, Miz Cunningham!" Kit whispered, pulling a green sweater from the box.

"I knitted that over the last few days.  I had the time on my hands... It's a little big for you now, but you'll grow into it...."

"Oh, Miz Cunningham..."

"Look at the elbow." Baloo said with a smile.

Kit grabbed the sleeve.  On the elbow was a section of yellow wool, where the patch had been on his old sweater.  It was knitted into the pattern.  "I know its not your old sweater, but I hope-" she was interrupted as the cub enveloped her in a hug.

"Thank you!" he whispered in her ear.

"Just think of it as my two arms to hold you, and keep you safe and warm.  If I'm not around to give you a hug."

"What a night, huh Beckers?" Baloo said, sitting at the bar, Kit snuggled up against him in his new sweater.  Louie was busily preparing drinks with a song, and Molly had fallen asleep on Wildcat's lap.

"I'll never forget it, Baloo."

Baloo smiled down at Kit and tweaked his nose.  "Happy?"

"Couldn't be happier." the cub said softly, tweaking Baloo's nose in reply.

Baloo slapped himself on the forehead.  "Dang!  I almost forgot.  I didn't give you MY present, L'il Britches!"

Kit sat up.  "Present?  But - I didn't give you anything!"

"Sure ya did!"  Baloo said with a smile.  Rebecca stood and leaned over Baloo's shoulder, grinning expectantly.  The pilot took an envelope out of his pocket and handed it to Kit.  "One more surprise."

Kit opened the envelope.  "What is it, Papa Bear?"

"Read it!" He said, grinning at Rebecca.

Kit unfolded the letter and began to read.  "This certificate entitles the bearer, Kit Cloudkicker, to unlimited free flying lessons in the Sea Duck, provided all of said lessons are in the accompany of Mr. Baloo, ace pilot of the skies - starting tomorrow!"  Kit looked up, stunned, a stupefied grin on his face.  "I don't - how - "

Baloo laughed - a laugh that seemed to fill the entire place with warmth and joy.  He draped an arm around Kit's shoulder.  "Well ya see, L'il Britches, it's like this..."

The band played on, and the laughter and music spilled out into the crystal clear South Pacific night.  The party at Louie's Place was going to run late into the evening.


End file.
